Exhibit 3.1
LLC-1A | | File # 201329510100 |
DI206027
| State of California | | FILED |
Secretary of State | | Secretary of State |
0496340 out | | State of California |
Limited Liability Company | | OCT 18 2013 |
Articles of Organization - Conversion | | |
| | |
IMPORTANT — Read all instructions before completing this form. | | This Space For Filing Use Only |
Converted Entity Information
1. Name of Limited Liability Company (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.)
99 Cents Only Stores LLC
2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act.
3. The limited liability company will be managed by (check only one):
o One Manager | | o More Than One Manager | | x All Limited Liability Company Member(s) |
4. | Initial Street Address of Limited Liability Company | | City | | State | | Zip Code |
| 4000 East Union Pacific Ave | | City of Commerce | | CA | | 90023 |
| | | | | | | |
5. | Initial Mailing Address of Limited Liability Company, if different from Item 4 | | City | | State | | Zip Code |
6. Name of Initial Agent For Service of Process (Item 6: Enter the name of the agent for service of process. The agent may be an individual residing in California or a corporation that has filed a certificate pursuant to California Corporations Code section 1505. Item 7: If the agent is an individual, enter the agent’s business or residential street address in CA. Do not list the address if the agent is a corporation. Item 8: If the converting entity is a CA limited partnership, enter the mailing address of the agent, if different from Item 7, or if the agent is a corporation.)
CT Corporation System
7. | If an individual, Street Address of Agent for Service of Process in CA | | City | | State | | Zip Code |
| | | | | CA | | |
| | | | | | | |
8. | Mailing Address of Agent for Service of Process | | City | | State | | Zip Code |
Converting Entity Information
9. | Name of Converting Entity | | | | |
| 99¢ Only Stores | | | | |
10. Form of Entity | | 11. Jurisdiction | | 12. CA Secretary of State File Number, if any |
Corporation | | California | | C0496340 |
13. The principal terms of the plan of conversion were approved by a vote of the number of interests or shares of each class that equaled or exceeded the vote required. If a vote was required, provide the following for each class:
AND
The class and number of outstanding interests entitled to vote. | | The percentage vote required of each class. |
| | |
Class A Common Stock (100) | | More than 50% |
Class B Common Stock (100) | | More than 50% |
Additional Information
14. Additional information set forth on the attached pages, if any, is incorporated herein by this reference and made part of this certificate.
15. I certify under penalty of perjury that the contents of this document are true. I declare I am the person who executed this instrument, which execution is my act and deed.
/s/ Stephane Gonthier | | Stéphane Gonthier, President and Chief Executive Officer |
Signature of Authorized Person | | Type or Print Name and Title of Authorized Person |
| | |
/s/ Frank Schools | | Frank Schools, Senior Vice President and Chief Financial Officer |
Signature of Authorized Person | | Type or Print Name and Title of Authorized Person |
LLC-1A (REV 01/2013) | APPROVED BY SECRETARY OF STATE |
