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- S-4 Registration of securities issued in business combination transactions
- 3 Certificate of Amendment of Certificate of Formation
- 3 Certificate of Incorporation of Tceh Finance, Inc.
- 3 Bylaws of Tceh Finance, Inc.
- 3 Certificate of Formation of Big Brown 3 Power Company
- 3 Limited Liability Company Agreement of Big Brown 3
- 3 Certificate of Formation of Big Brown Lignite Company
- 3 Limited Liability Company Agreement of Big Brown Lignite Company LLC
- 3 Certificate of Formation of Big Brown Power Company
- 3 Limited Liability Company Agreement of Big Brown Power Company LLC
- 3 Certificate of Formation of Collin Power Company LLC
- 3 Limited Liability Company Agreement of Collin Power Company LLC
- 3 Certificate of Formation of Decordova Power Company
- 3 Limited Liability Company Agreement of Decordova Power
- 3 Certificate of Formation of DFW Midstream Services LLC
- 3 Limited Liability Company Agreement of DFW Midstream
- 3 Certificate of Formation of Generation MT Company
- 3 Limited Liability Company Agreement of Generation MT
- 3 Articles of Incorporation of Generation SVC Company
- 3 Bylaws of Generation SVC Company
- 3 Certificate of Formation of Lake Creek 3 Power Company
- 3 Limited Liability Company Agreement of Lake Creek 3
- 3 Certificate of Formation of Luminant Big Brown Mining Company
- 3 Limited Liability Company Agreement of Luminant Big Brown Mining Company LLC
- 3 Certificate of Formation of Luminant Energy Company LLC
- 3 Limited Liability Company Agreement of Luminant Energy Company LLC
- 3 Certificate of Incorporation of Luminant Energy Services Company
- 3 Bylaws of Luminant Energy Services Company
- 3 Articles of Incorporation of Luminant Energy Trading California Company
- 3 Restated Bylaws of Luminant Energy Trading California Company
- 3 Articles of Incorporation of Luminant Et Services Company
- 3 Bylaws of Luminant Et Services Company
- 3 Certificate of Formation of Luminant Generation Company LLC
- 3 Limited Liability Company Agreement of Luminant Generation Company LLC
- 3 Certificate of Formation of Luminant Holding Company LLC
- 3 Second Amended and Restated Limited Liability Co. Agmnt. of Luminant Holding Co
- 3 Certificate of Formation of Luminant Mineral Development Company LLC
- 3 Limited Liability Company Agreement of Luminant Mineral Development Company LLC
- 3 Certificate of Formation of Luminant Mining Company LLC
- 3 Limited Liability Company Agreement of Luminant Mining Company LLC
- 3 Certificate of Incorporation of Luminant Mining Services Company
- 3 Bylaws of Luminant Mining Services Company
- 3 Certificate of Incorporation of Luminant Power Services Company
- 3 Bylaws of Luminant Power Services Company
- 3 Certificate of Formation of Luminant Renewables Company LLC
- 3 Limited Liability Company Agreement of Luminant Renewables Company LLC
- 3 Certificate of Formation of Martin Lake 4 Power Company LLC
- 3 Limited Liability Company Agreement of Martin Lake 4 Power Company LLC
- 3 Certificate of Formation of Monticello 4 Power Company LLC
- 3 Limited Liability Company Agreement of Monticello 4 Power Company LLC
- 3 Certificate of Formation of Morgan Creek 7 Power Company LLC
- 3 Limited Liability Company Agreement of Morgan Creek 7 Power Company LLC
- 3 Certificate of Formation of Nca Resources Development Company LLC
- 3 Limited Liability Company Agreement of Nca Resources Development Company LLC
- 3 Certificate of Formation of Oak Grove Management Company LLC
- 3 Limited Liability Company Agreement of Oak Grove Management Company LLC
- 3 Certificate of Formation of Oak Grove Mining Company LLC
- 3 Limited Liability Company Agreement of Oak Grove Mining Company LLC
- 3 Certificate of Formation of Oak Grove Power Company LLC
- 3 Limited Liability Company Agreement of Oak Grove Power Company LLC
- 3 Certificate of Formation of Sandow Power Company LLC
- 3 Limited Liability Company Agreement of Sandow Power Company LLC
- 3 Certificate of Formation of Tradinghouse 3 & 4 Power Company LLC
- 3 Limited Liability Company Agreement of Tradinghouse 3 & 4 Company LLC
- 3 Certificate of Formation of Tradinghouse Power Company LLC
- 3 Limited Liability Company Agreement of Tradinghouse Power Company LLC
- 3 Articles of Incorporation of Txu Chilled Water Solutions
- 3 Bylaws of Txu Chilled Water Solutions Company
- 3 Certificate of Formation of Txu Energy Retail Company LLC
- 3 Limited Liability Company Agreement of Txu Energy Retail Company LLC
- 3 Certificate of Formation of Txu Energy Retail Management Company LLC
- 3 Limited Liability Company Agreement of Txu Energy Retail Management Company LLC
- 3 Certificate of Formation of Txu Energy Solutions Company LLC
- 3 Limited Liability Company Agreement of Txu Energy Solutions Company LLC
- 3 Certificate of Incorporation of Txu Retail Services Company
- 3 Bylaws of Txu Retail Services Company
- 3 Certificate of Incorporation of Txu Sem Company
- 3 Amended and Restated Bylaws of Txu Sem Company
- 3 Articles of Organization of Txu Sesco Company LLC
- 3 Amended and Restated Limited Liability Company Agreement of Txu Sesco Company
- 3 Articles of Incorporation of Txu Sesco Energy Services Company
- 3 Bylaws of Txu Sesco Energy Services Company
- 3 Certificate of Formation of Valley NG Power Company LLC
- 3 Limited Liability Company Agreement of Valley NG Power Company LLC
- 3 Certificate of Formation of Valley Power Company LLC
- 3 Limited Liability Company Agreement of Valley Power Company LLC
- 3 Articles of Organization of Wichita/victory Ave., LLC
- 3 Limited Liability Company Agreement of Wichita/victory Ave., LLC
- 5 Opinion of Andrew M. Wright, Vice President and Associate General Counsel
- 12 Computation of Ratio of Earnings to Fixed Charges
- 15 Letter of Deloitte & Touche LLP
- 21 Subsidiaries of Energy Future Competitive Holdings Company
- 23 Consent of Deloitte & Touche LLP
- 25 Form T-1 Statement of Eligibility - 10.25% Senior Notes Due 2015
- 25 Form T-1 Statement of Eligibility - 10.25% Senior Notes Due 2015, Series B
- 25 Form T-1 Statement of Eligibility - 10.25%/11.25% Senior Toggle Notes Due 2016
- 99 Form of Letter of Transmittal
- 99 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
- 99 Form of Letter to Clients
- 99 Form of Notice of Guaranteed Delivery
- COVER Cover
- 23 Jul 18 Registration of securities issued in business combination transactions
- 23 Dec 08 Registration of securities issued in business combination transactions (amended)
- 26 Nov 08 Registration of securities issued in business combination transactions (amended)
- 26 Sep 08 Registration of securities issued in business combination transactions
Exhibit 3(f)
CERTIFICATE OF INCORPORATION
OF
TCEH FINANCE, INC.
I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:
FIRST. The name of the corporation is TCEH Finance, Inc.
SECOND. The address of the corporation’s registered office in the State of Delaware is One Rodney Square, 10th Floor, Tenth and King Streets, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is RL&F Service Corp.
THIRD. 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.
FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 3,000. All such shares are to be Common Stock, par value of $.01 per share, and are to be of one class.
FIFTH. The incorporator of the corporation is F. Joseph Sensenbrenner, whose mailing address is Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, NY 10017.
SIXTH. Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.
SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the by-laws of the corporation.
EIGHTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.
The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the 19 day of September, 2007.
/s/ F. JOSEPH SENSENBRENNER |
Name: F. Joseph Sensenbrenner |
Incorporator |
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