Exhibit 3.13
CERTIFICATE OF INCORPORATION
OF
CERIDIAN TAX SERVICE, INC.
ARTICLE I
The name of the Corporation is Ceridian Tax Service, Inc.
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
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 the State of Delaware.
ARTICLE IV
The Corporation is authorized to issue one class of shares of capital stock to be designated as “Common Stock”. The total number of shares of Common Stock which the Corporation shall have authority to issue is One Million (1,000,000) shares, each having a par value of One Cent ($.01) amounting in the aggregate to Ten Thousand Dollars ($10,000).
ARTICLE V
The name and mailing address of the sole incorporator is as follows:
Name | Mailing Address | |
John A. Haveman | 8100 34th Avenue South | |
Minneapolis, MN 55425 |
ARTICLE VI
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any 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) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly have hereunto set his hand this 17th day of March, 1998.
John A. Haveman |
Its Sole Incorporator |
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN)
The foregoing instrument was acknowledged before me this 17th day of March, 1998.
Notary Public |
ceridiantaxservice/articles
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is Ceridian Tax Service, Inc..
2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.
3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.
4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.
Signed on 1/9/02
/s/ Bill McDonald |
Bill McDonald, Vice President |
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 06:30 PM 01/18/2002 020055946 - 2872856 |