*201334600850* Receipt This is not a bill. Please do not remit payment. CARLILE PATCHEN & MURPHY, LLP MICHELLE CARRION 366 EAST BROAD STREET COLUMBUS, OH 43215 S T A T E OF OHIO C E R T I F I C A T E Ohio Secretary of State, Jon Husted 801461 I t is hereby certified that the Secretary of State of Ohio has custody of the business records for ADCARE HEALTH SYSTEMS, INC. and, that said business records show the filing and recording of: CHANGE BUSINESS TYPE TO FOREIGN FOR PROFIT Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 12th day of December, A.D. 2013. United States of America State of Ohio Office of the Secretary of State Ohio Secretary of State DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 12/12/2013 201334600850 CONVERSION WITHIN SOS RECORDS (CVS) 125.00 300.00 .00 .00 .00 Document(s): Document No(s): CONVERSION WITHIN SOS RECORDS Effective Date: 12/12/2013 201334600850 Exhibit 3.1
Form 700 Prescribed by: Jon Husted Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: (877) SOS-FILE (767·3453) www.OhioSecretaryofState.gov Busserv@OhioSecretaryofState.gov Form 700 Page 1 of 5 Last Revised: 9/30/13 Makes checks payable to Ohio Secretary of State Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two-business day processing time requires an additional $100.00). P.O. Box 1390 Columbus, OH 43216 Certificate for Conversion for Entities Converting Within or Off the Records of the Ohio Secretary of State Filing Fee: $125 (CHECK ONLY ONE (1) BOX) (2) Converting Off The Records of the Ohio Secretary of State (187·VXX) (1) Converting Within The Records of the Ohio Secretary of State Name of the converting entity .AdCare Health Systems Jurisdiction of Formation Ohio Charter/Registration Number 801461 The converting entity is a: (Check Only (1) One Box) _X_Domestic Corporation (For-Profit or Nonprofit) ___Foreign Corporation (For-Profit or Nonprofit) ___Domestic Nonprofit Limited Liability Company ___Foreign Nonprofit Limited Liability Company ___Domestic For-Profit Limited Liability Company ___Foreign For-Profit Limited Liability Company ___Partnership ___Domestic Limited Partnership ___Foreign Limited Partnership ___Domestic Limited Liability Partnership ___Foreign Limited Liability Partnership The converting entity hereby states that it has complied with all laws in the jurisdiction under which it exists and that those laws permit the conversion. X
Name of the converted entity .AdCare Health Systems, Inc. Jurisdiction of Formation Georgia Effective Date 12/12/13 (The conversion is effective upon the filing of this certificate or on a later date (Optional) specified in the certificate) Name and address of the person or entity that will provide a copy of the declaration of conversion upon written request. Carlile Patchen & Murphy LLP Name 366 East Broad Street Mailing Address Columbus City Ohio Required information that must accompany conversion certificate if box 2 is checked Zip code If the converting entity is a domestic or foreign entity that will not be licensed In Ohio, provide the name and address of the statutory agent upon whom any process, notice or demand may be served. Name of Statutory Agent Mailing Address Ohio Zip Code City State ___If the agent Is an Individual using a P.O. Box, check this box to confirm that the agent is an Ohio resident. See Instructions for additional filing requirements if (1) the conversion creates a new domestic entity, (2) the converted entity is a foreign entity that desires to transact business in Ohio; or (3) If a domestic corporation or foreign corporation licensed in Ohio is the converting entity. Page2 of 5 Form 700 Last Revised: 9/30/13 The converted entity is a: (Check Only (1) One Box) ___Domestic Corporation (For-Profit or Nonprofit) _X_Foreign Corporation (For-Profit or Nonprofit) ___Domestic Nonprofit Limited Liability Company ___Foreign Nonprofit Limited Liability Company ___Domestic For-Profit Limited Liability Company ___Foreign For-Profit Limited Liability Company ___Partnership ___Domestic Limited Partnership ___Foreign Limited Partnership ___Domestic Limited Liability Partnership ___Foreign Limited Liability Partnership 43215 State
IN WITNESS WHEREOF, the conversion is authorized on behalf of the converting entity and that each person signing the certificate is authorized to do so. Required Must be signed by an authorized representative. By (If applicable) Boyd P. Gentry, Chief Executive Officer Print Name Signature By (If applicable) Print Name Signature By (If applicable) Print Name Form 700 Page 3 of 5 Last Revised: 9/30/13