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- S-4/A Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of Hexion U.S. Finance Corp.
- 3.2 Bylaws of Hexion U.S. Finance Corp.
- 3.3 Memorandum of Association of Hexion Nova Scotia Finance, Ulc
- 3.4 Articles of Association of Hexion Nova Scotia Finance, Ulc
- 3.5 Certificate of Incorporation of Hexion Specialty Chemicals
- 3.7 Certificate of Incorporation of BDS Two, Inc.
- 3.8 Bylaws of BDS Two, Inc.
- 3.9 Certificate of Incorporation of Borden Chemical Investments, Inc.
- 3.10 Bylaws of Borden Chemical Investments, Inc.
- 3.11 Certificate of Incorporation of Borden Chemical Foundry, Inc.
- 3.12 Bylaws of Borden Chemical Foundry, Inc.
- 3.13 Certificate of Incorporation of HSC Capital Corporation
- 3.14 Bylaws of HSC Capital Corporation
- 3.15 Certificate of Incorporation of Lawter International Inc.
- 3.16 Bylaws of Lawter International Inc.
- 3.17 Certificate of Incorporation of Borden Chemical International, Inc.
- 3.18 Bylaws of Borden Chemical International, Inc.
- 3.19 Certificate of Incorporation of Bakelite North America Holding Company
- 3.20 Bylaws of Bakelite North America Holding Company
- 3.21 Certificate of Incorporation of Bakelite Epoxy Polymers Corporation
- 3.22 Bylaws of Bakelite Epoxy Polymers Corporation
- 3.23 Certificate of Incorporation of Oilfield Technology Group, Inc.
- 3.24 Bylaws of Oilfield Technology Group, Inc.
- 3.25 Certificate of Formation of Hexion Ci Holding Company
- 3.26 Limited Liability Company Agreement of Hexion Ci Holding Company
- 4.27 Second Supplemental Indenture
- 4.28 Second Supplemental Indenture
- 4.29 Third Supplemental Indenture
- 4.30 Third Supplemental Indenture
- 4.31 Third Supplemental Indenture
- 5.1 Opinion of O'melveny & Myers LLP
- 5.2 Opinion of Connell Foley LLP
- 5.3 Opinion of Stewart Mckelvey Stirling Scales
- 12.1 Statement Regarding Computation of Ratios
- 21.1 List of Subsidiaries of the Registrant
- 23.1 Consent of Deloitte & Touche LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 23.3 Consent of Pricewaterhousecoopers LLP
- 23.4 Consent of Pricewaterhousecoopers Aktiengesellschaft
- 25.1 Form T-1
- 99.1 Consent of Nigel D.T. Andrews
- 99.2 Consent of David C. House
- 99.3 Letter of Transmittal
- 99.4 Notice of Guaranteed Delivery
- 99.5 Letter to Brokers
- 99.6 Letter to Clients
- 30 Mar 10 Registration of securities issued in business combination transactions
- 17 Apr 07 Registration of securities issued in business combination transactions
- 30 Jun 06 Registration of securities issued in business combination transactions
- 28 Dec 05 Registration of securities issued in business combination transactions (amended)
- 14 Feb 05 Registration of securities issued in business combination transactions
Exhibit 3.17
BORDEN CHEMICAL INTERNATIONAL, INC.
CERTIFICATE OF INCORPORATION
FIRST: The name of this corporation shall be: Borden Chemical International, Inc.
SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is Corporation Service Company.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this corporation is authorized to issue is: five hundred (500) shares of Common Stock, par value $0.01 per share.
FIFTH: The name and address of the incorporator is as follows: Patricia A. Heslep, 180 East Broad Street, Columbus, Ohio 43215.
SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 7th day of January, 2005.
/s/ Patricia A. Heslep |
Patricia A. Heslep, Incorporator |