Exhibit 3.05
Form 642
(Revised 05/11)
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709 Filing Fee: See instructions | [Seal] Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company | This space reserved for office use. FILED In the Office of the Secretary of State of Texas JAN 24 2013 Corporations Section |
Converting Entity Information
The name of the converting limited partnership is: Allied Warranty L.P.
The jurisdiction of formation of the limited partnership is: Texas
The date of formation of the limited partnership is: 10/18/2004
The file number, if any, issued to the limited partnership by the secretary of state is: 800403756
Converted Entity Information
The limited partnership named above is converting to a limited liability company. The name of the limited liability company is: Allied Warranty LLC
The limited liability company will be formed under the laws of: Texas
Plan of Conversion
o The plan of conversion is attached.
If the plan of conversion is not attached, the following section must be completed.
Alternative Statements
In lieu of providing the plan of conversion, the converting limited partnership certifies that:
1. A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the limited partnership is:
211 Carnegie Center | | Princeton | | NJ | | USA | | 08540 | |
Street or Mailing Address | | City | | State | | Country | | Zip Code | |
2. A signed plan of conversion will be on file after the conversion at the principal place of business of the limited liability company, the converted entity. The address of the principal place of business of the limited liability company is:
211 Carnegie Center | | Princeton | | NJ | | USA | | 08540 | |
Street or Mailing Address | | City | | State | | Country | | Zip Code | |
3. A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.
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Certificate of Formation for the Converted Entity
If the converted entity is a Texas limited liability company, the certificate of formation of the Texas limited liability company must be attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.
Approval of the Plan of Conversion
The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.
Effectiveness of Filing (Select either A, B, or C.)
A. x This document becomes effective when the document is accepted and filed by the secretary of state.
B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Tax Certificate
x Attached hereto is a certificate from the comptroller of public accounts that certifies that the converting entity is in good standing for purposes of conversion.
o In lieu of providing the tax certificate, the limited liability company as the converted entity is liable for the payment of any franchise taxes.
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code to execute the filing instrument.
Date: | 01/11/2013 | | |
| |
| Allied Home Warranty GP LLC, General Partner |
| |
| /s/ Gaetan Frotte |
| Signature of authorized person (see instructions) |
| |
| Gaetan Frotte, VP & Treasurer |
| Printed or typed name of authorized person |
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Form 205 (Revised 05/11) Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 | [Seal] Certificate of Formation Limited Liability Company | This space reserved for office use. FILED In the Office of the Secretary of State of Texas JAN 24 2013 Corporations Section |
Article 1 — Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is: Allied Warranty LLC
The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.
Article 2 — Registered Agent and Registered Office
(See instructions. Select and complete either A or B and complete C.)
x A. The initial registered agent is an organization (cannot be entity named above) by the name of: C T Corporation System
OR.
o B. The initial registered agent is an individual resident of the state whose name is set forth below:
| | | | | | | |
First Name | | M.I. | | Last Name | | Suffix | |
C. The business address of the registered agent and the registered office address is:
350 N. St. Paul Street Suite 2900 | | Dallas | | TX | | 75201-4234 | |
Street Address | | City | | State | | Zip Code | |
Article 3—Governing Authority
(Select and complete either A or B and provide the name and address of each governing person.)
o A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
GOVERNING PERSON 1 | |
NAME (Enter the name of either an individual or an organization, but not both.) | |
IF INDIVIDUAL | |
| |
First Name | M.I. | Last Name | Suffix | |
OR | |
IF ORGANIZATION | |
NRG Home Solutions LLC | |
Organization Name | |
ADDRESS | |
211 Carnegie Center, Princeton, NJ 08540 | |
| | | |
| Street or Mailing Address | City | State Country Zip Code |
| | | | | | | |
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GOVERNING PERSON 2 |
NAME (Enter the name of either an individual or an organization, but not both.) |
IF INDIVIDUAL |
|
First Name | M.I. | Last Name | Suffix |
OR |
IF ORGANIZATION |
|
Organization Name |
ADDRESS |
|
Street or Mailing Address | City | State Country Zip Code |
| | |
GOVERNING PERSON 3 |
NAME (Enter the name of either an individual or an organization, but not both.) |
IF INDIVIDUAL |
|
First Name | M.I. | Last Name | Suffix |
OR |
IF ORGANIZATION |
|
Organization Name |
ADDRESS |
|
Street or Mailing Address | City | State Country Zip Code |
| | | | | |
Article 4 — Purpose
The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.
Supplemental Provisions/Information
Text Area: [The attached addendum, if any, is incorporated herein by reference.]
The limited liability company is being formed pursuant to a plan of conversion; and
The name, address, prior form of organization and its date of formation and jurisdiction of formation of the converting entity is as follows:
Allied Warranty LP, Texas Limited Partnership
Formed on October 18, 2004
211 Carnegie Center, Princeton, NJ 08540
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Organizer
The name and address of the organizer: | | | | | | |
Gaetan Frotte | | | | | | |
Name | | | | | | |
211 Carnegie Center, Princeton | | | | NJ | | 08540 |
Street or Mailing Address | | City | | State | | Zip Code |
Effectiveness of Filing (Select either A, B, or C.)
A. x This document becomes effective when the document is filed by the secretary of state.
B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.
Date: | 1/22/13 | | |
| |
| /s/ Gaetan Frotte |
| Signature of organizer |
| |
| Gaetan Frotte |
| Printed or typed name of organizer |
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