Exhibit 3.1
KBS REAL ESTATE INVESTMENT TRUST, INC.
ARTICLES OF DISSOLUTION
KBS Real Estate Investment Trust, Inc., a Maryland corporation (hereinafter called the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The name of the Company is as set forth above, and the address of the principal office of the Company in the State of Maryland is c/o Registered Agent Solutions, Inc., Unit B 2nd Floor, 836 Park Avenue, Baltimore, Maryland 21201.
SECOND: The name and address of the resident agent of the Company in the State of Maryland, who shall serve for one year after dissolution and thereafter until the affairs of the Company are wound up, are: Registered Agent Solutions, Inc., Unit B 2nd Floor, 836 Park Avenue, Baltimore, Maryland 21201.
THIRD: The name and address of each director of the Company are as follows:
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| Name |
| Charles J. Schreiber, Jr. | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Peter McMillan III | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Barbara R. Cambon | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Stuart A. Gabriel, Ph.D. | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
FOURTH: The name, title and address of each officer of the Company are as follows:
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| | |
| Name | | Address |
| Charles J. Schreiber, Jr. | Chairman of the Board and Chief Executive Officer | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Peter M. Bren | President | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Peter McMillan III | Executive Vice President, Treasurer and Secretary | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Keith D. Hall | Executive Vice President | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Jeffrey K. Waldvogel | Chief Financial Officer and Assistant Secretary | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
| Stacie K. Yamane | Chief Accounting Officer and Assistant Secretary | 800 Newport Center Drive Suite 700 Newport Beach, California 92660 |
FIFTH: The dissolution of the Company has been approved in the manner and by the vote required by law and the charter of the Company, as follows:
(a)The Board of Directors of the Company, at a duly held meeting, adopted resolutions, among other related items (i) approving the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Company’s Plan of Complete Liquidation and Dissolution (the “Plan of Liquidation”), pending the approval of the Company’s stockholders; (ii) determining that the terms and conditions of the Plan of Liquidation are fair to the Company’s stockholders, advisable and in best interest of the Company’s stockholders; and (iii) directing that the Plan of Liquidation, the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation be submitted for consideration by the Company’s stockholders at the Company’s annual meeting of stockholders.
(b)The stockholders of the Company, at a duly held meeting, approved the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation as so proposed by the Board of Directors of the Company.
SIXTH: On September 8, 2017, notice of the approved dissolution of the Company, as required by Section 3-404 of the Maryland General Corporation Law, was mailed to all known creditors of the Company.
SEVENTH: The Company is hereby dissolved.
EIGHTH: The undersigned acknowledges these Articles of Dissolution to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signatures on following page.]
IN WITNESS WHEREOF, the Company has caused these Articles of Dissolution to be signed in its name and on its behalf by its Chairman of the Board and Chief Executive Officer and attested by its Chief Financial Officer on this 10 day of October 2017.
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| ATTEST: | KBS REAL ESTATE INVESTMENT TRUST, INC. |
By:/s/ Jeffrey K. Waldvogel Name: Jeffrey K. Waldvogel Title: Chief Financial Officer |
By:/s/ Charles J. Schreiber, Jr. Name: Charles J. Schreiber, Jr. Title: Chairman of the Board and Chief Executive Officer |
THE UNDERSIGNED, hereby consents to act as resident agent in Maryland for the entity named in the attached instrument.
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| | Registered Agent Solutions, Inc. |
| | | |
| | By: | /s/ Adam Saldana |
| | | Name: Adam Saldana |
| | | Title: Asst. Secretary |
| | | Date: 10/4/2017 |
