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- S-4 Registration of securities issued in business combination transactions
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- 27 Sep 11 Registration of securities issued in business combination transactions
- 2 Dec 05 Registration of securities issued in business combination transactions (amended)
- 23 Nov 05 Registration of securities issued in business combination transactions (amended)
- 11 Oct 05 Registration of securities issued in business combination transactions
Exhibit 3.85
Secretary of State Filing Fee: $300 |
| Certificate of Formation |
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Article 1 — Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is:
Company Management, LLC
The name of the entity must contain the words “Limited Liability Company” or “Limited Company,” or an accepted abbreviation of such terms. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.
Article 2 — Registered Agent and Registered Office
o A. The initial registered agent is an organization (cannot be company named above) by the name of:
OR
x B. The initial registered agent is an individual resident of the state whose name is set forth below:
Name:
Jerry S. Harris
o C. The business address of the registered agent and the registered office address is:
Street Address:
404 N. Green Street
P.O. Drawer 2072 Longview TX 75606-2072
Article 3 - Governing Authority
x A. The limited liability company is to be managed by managers.
OR
o B. The limited liability company will not have managers. Management of the company is reserved to the members.
The names and addresses of the governing persons are set forth below:
Manager 1: Jerry S. Harris | Title: Manager |
Address: 404 N. Green Street P.O. Drawer 2072 Longview TX, USA 75606-2072 |
Article 4 - Purpose
The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Business Organizations Code.
Supplemental Provisions / Information
[The attached addendum, if any, is incorporated herein by reference.]
Certificate of Reservation.pdf
Organizer
The name and address of the organizer are set forth below.
Jerry S. Harris P.O. Drawer 2072, Longview. TX 75606-2072
Effectiveness of Filing
x A. This document becomes effective when the document is filed by the secretary of state.
OR
o B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Jerry S. Harris
Signature of Organizer
FILING OFFICE COPY
Corporations Section |
| Phil Wilson Secretary of State |
Office of the Secretary of State
CERTIFICATE OF RESERVATION OF
ENTITY NAME
OF
Company Management, LLC
The undersigned, as Secretary of State of Texas. hereby certifies that the above entity name has been reserved in this office pursuant to the provisions of Section 5.101 of the Texas Business Organizations Code for the exclusive use of
Jerry S Harris
404 N Green Street, P.O. Drawer 2072, Longview, TX 75606
For a period or one hundred twenty days after the date hereof.
This name reservation does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.
Dated: 02/11/2008
| /s/ Phil Wilson |
| Phil Wilson |
| Secretary of State |
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| Come visit us on the internet at http://www.sos.state.tx.us/ |
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Phone: (512) 463-5555 |
| Fax: (512) 463-5709 |
| Dial: 7-1 for Relay Services |
Prepared by Dee Harris |
| TID: 0317 |
| Document: 20309 000004 |
HARBOUR LAW
Form 424 |
|
Certificate of Amendment |
| This space reserved for office use. |
The name of the filing entity is:
COMPANY MANAGEMENT, LLC
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.
The filing entity is a : (Select the appropriate entity type below.)
o For-profit Corporation | o Professional Corporation | |
o Nonprofit Corporation | o Professional Limited Liability Company | |
o Cooperative Association | o Professional Association | |
x Limited Liability Company | o Limited Partnership | |
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The file number issued to the filing entity by the secretary of state is: 800936027 | ||
The date of formation of the entity is: February 11, 2008 | ||
1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
CLINICAL PARTNERS MANAGEMENT COMPANY, LLC
The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.
2. Amended Registered Agent/Registered Office
The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:
Registered Agent
(Complete either A or B, but not both. Also complete C.)
o A. The registered agent is an organization (cannot be misty named above) by the name of:
OR
o B. The registered agent is an individual resident of the state whose name is:
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First Name |
| M.I. |
| Last Name |
| Suffix |
o C. The business address of the registered agent and the registered office address is:
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| TX |
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Street Address (No P.O. Box) |
| City |
| State |
| Zip Code |
3. Other Added, Altered, or Deleted Provisions
Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.
Text Area (The attached addendum, if say, incorporated herein by reference.)
o Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:
o Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:
o Delete each of the provisions identified below from the certificate of formation.
The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.
Form 424
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 a 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:
The undersigned signs tins document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument
Date: | August 5, 2008 |
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| /s/ Harold L. Bolwick | |
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| HAROLD L. BOLWICK, MD. SOLE MEMBER | |
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| Signature and title of authorized person(s) (see instructions) |
Form 424