Exhibit 3.1
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TENTH DAY OF APRIL, A.D. 2006, AT 11:18 O’CLOCK A.M.
CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE ELEVENTH DAY OF OCTOBER, A.D. 2006, AT 12:31 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.”.
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4139700 8100H | Jeffrey W. Bullock, Secretary of State | |||
110719359 | AUTHENTICATION: 8831226 | |||
| You may verify this certificate online at corp.delaware.gov/authver.shtml |
DATE: 06-14-11 |
CERTIFICATE OF INCORPORATION
OF
BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.
ARTICLE ONE
The name of the corporation is Burlington Coat Factory Investments Holdings, Inc. (hereinafter called the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
ARTICLE THREE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE FOUR
The total number of shares which the Corporation shall have the authority to issue is One Thousand Shares (1,000), all of which shall be shares of Common Stock, with a par value of One Cent ($0.01) per share.
ARTICLE FIVE
The name and mailing address of the incorporator is as follows:
Name | Address | |
David N. Britsch | c/o Kirkland & Ellis LLP | |
153 E. 53rd Street, 39th Floor New York, NY 10022 | ||
ARTICLE SIX
The directors shall have the power to adopt, amend or repeal By-Laws, except as may be otherwise be provided in the By-Laws.
ARTICLE SEVEN
The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE EIGHT
To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of thisARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE NINE
The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.
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I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 10th day of April, 2006.
By: | /s/ David N. Britsch | |
David N. Britsch, Sole Incorporator |
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STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE
The Board of Directors of Burlington Coat Factory Investments Holdings, Inc., a Delaware Corporation, on this 26th day of September, A.D. 2006, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle Zip Code 19801.
The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY.
The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 6th day of October, A.D., 2006.
By: | /s/ Ryan N. Kenigsberg | |
Authorized Officer | ||
Name: | Ryan N. Kenigsberg | |
Print or Type | ||
Title: | Assistant Secretary | |