Exhibit 3.1
This is to Certify that the annexed copy has been compared by me with the record on file in this Department and that the same is a true copy thereof.
This certificate is in due form, made by me as the proper officer, and is entitled to have full faith and credit given it in every court and office within the United States.
In testimony whereof, I have hereunto set my hand, in the City of Lansing, this 1st day of April, 2011 | ||||||
Director | ||||||
Bureau of Commercial Services |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-700 (Rev. 12/03)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH | ||||||||
BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received MAR 17 2005
| (FOR BUREAU USE ONLY) | |||||||
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED | |||||||
MAR 18 2005
Administrator BUREAU OF COMMERCIAL SERVICES | ||||||||
517-663-2525 Ref # 50784 | ||||||||
Attn: Cheryl J. Bixby |
| |||||||
MICHIGAN RUNNER SERVICE | ||||||||
P.O. Box 266 |
| |||||||
Eaton Rapids, MI 48827
| EFFECTIVE DATE: |
Ç | Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. | È |
ARTICLES OF ORGANIZATION For use by Domestic Limited Liability Companies | B 16 - 54L | |||
(Please read information and instructions on last page) |
Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned execute the following Articles:
ARTICLE I
The name of the limited liability company is: DaimlerChrysler Financial Services Americas LLC |
ARTICLE II
The purpose or purposes for which the limited liability company is formed is to engage in any activity within the purposes for which a limited liability company may be formed under the Limited Liability Company Act of Michigan.
|
ARTICLE III
The duration of the limited liability company if other than perpetual is: |
ARTICLE IV
1. | The street address of the location of the registered office is: | |||||||||
30600 Telegraph Road |
Bingham Farms |
, Michigan |
48025 | |||||||
(Street, Address) | (City) | (ZIP Code) | ||||||||
2. |
The mailing address of the registered office if different than above: | |||||||||
, Michigan | ||||||||||
(Street Address or P.O. Box) | (City) | (ZIP Code) | ||||||||
3. |
The name of the resident agent at the registered office is: |
The Corporation Company | ||||||||
ARTICLE V (Insert any desired additional provision authorized by the Act: attach additional pages if needed.)
The business of the limited liability company is to be managed by one or more managers instead of by its members.
|
Signed this 16th day of | March | , 2005 | ||||||||
By |
| |||||||||
Signature(s) of Organizer(s) | ||||||||||
Steven C. Poling | ||||||||||
(Type or Print Name(s) of Organizer(s) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-841 (Rev. 12/03)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
MAY 04 2005
| (FOR BUREAU USE ONLY) | |||||||
| This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED
May 04 2005
| ||||||
| ||||||||
Name | 6357731 SO | Administrator | ||||||
The Corporation Company | BUREAU OF COMMERCIAL | |||||||
Address 30600 Telegraph Rd Ste. 2345 | SERVICES | |||||||
City | State | Zip Code | EXPIRATION DATE: | |||||
Bingham Farms, MI 48025 | DECEMBER 31, 2010 |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
DaimlerChrysler Financial Services Americas LLC | ||||
|
| |||
|
2. | The identification number assigned by the Bureau is: |
B1654L | ||||
|
3. |
The assumed name under which business is to be transacted is: | |||
Mercedes-Benz Financial | ||||
|
| |||
|
4. |
This document is hereby signed as required by the Act. | |||
|
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 28th day of April | , 2005 | |||||||||
By |
| |||||||||
(Signature) | ||||||||||
Paul E. Knauss | Manager | |||||||||
(Type or Print Name) | (Type or Print Title or Capacity) | |||||||||
| ||||||||||
(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-541 (Rev. 12/03)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
MAY 25 2005
| (FOR BUREAU USE ONLY) | |||||||
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED
MAY 25 2005 | ||||||
| Administrator | |||||||
Name
CT Corporation |
6365050 30 | BUREAU OF COMMERCIAL SERVICES | ||||||
Address
30600 Telegraph Rd. Suite 2345 | ||||||||
City
Bingham Farms, | State
MI | Zip Code
48025 | EXPIRATION DATE: DECEMBER 31, 2010 |
Ç | Document will be returned to the name and address you enter above. | È | ||||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. | The name of the corporation, limited partnership, or limited liability company is: | |||||||
DaimlerChrysler Financial Services Americas LLC | ||||||||
2. | The identification number assigned by the Bureau is: |
B1654L | ||||||
3. | The assumed name under which business is to be transacted is: | |||||||
DaimlerChrysler Truck Financial | ||||||||
4. | This document is hereby signed as required by the Act. |
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 11th day of | May | , 2005 | ||||||||
By | ||||||||||
(Signature) | ||||||||||
Paul E. Knauss Manager | ||||||||||
(Type or Print Name) (Type or Print Title or Capacity) | ||||||||||
| ||||||||||
(Limited Partnerships Only - Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-750 (Rev 12/03)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH | ||||||||
BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) Adjusted pursuant to telephone authorization | |||||||
NOV 15 2005 |
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED
NOV 15 2005
| ||||||
Name | 6501212 SO | Administrator | ||||||
CT Corporation System | BUREAU OF COMMERCIAL SERVICES | |||||||
Address | ||||||||
30600 Telegraph Road, Suite 2345 | EFFECTIVE DATE: 1-1-06 | |||||||
City State Bingham Farms MI | Zip Code 48025 | Expiration date for new assumed names: December 31, | ||||||
Expiration date for transferred assumed names appear in Item 7 |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF MERGER
For use by Limited Liability Companies
(Please read information and instructions on last page)
Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned limited liability companies execute the following Certificate of Merger:
1. | The name of each constituent limited liability company and their identification numbers are: | |||||||||||
DaimlerChrysler Services North America LLC | B67453 | |||||||||||
DaimlerChrysler Financial Services Americas LLC | B1654L | |||||||||||
2. | The name of the surviving limited liability company and its identification number is: | |||||||||||
DaimlerChrysler Financial Services Americas LLC | B1654L | |||||||||||
3. | Check one of the following: | |||||||||||
x |
There are no changes to be made to the Articles of Organization of the surviving limited liability company. | |||||||||||
¨ |
The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows:
|
GOLD SEAL APPEARS ONLY ON ORIGINAL
4. Other provisions with respect to the merger are as follows:
|
5. Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days after receipt of this document in this office.
The merger shall be effective on the1st day ofJanuary,2006 (at 12:01 a.m.) |
6. The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1). |
7. The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company has complied with that law in effecting the merger. |
8. The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the merger are: | ||||||||||||
Assumed name | LLC transferred from | Expiration date | ||||||||||
Chrysler Financial | DaimlerChrysler Services North | December 31, 2010 | ||||||||||
| ||||||||||||
America |
LLC | |||||||||||
|
| |||||||||||
9. No survivor name as new assumed names under which business is to be conducted are: | ||||||||
| ||||||||
| ||||||||
| ||||||||
This Certificate is hereby signed as required by Section 103 of the Act. |
Signed this15th day ofNovember,2005 | Signed this15th day ofNovember,2005 | |||||||
DaimlerChrysler Services North Americas LLC | DaimlerChrysler Financial Services Americas LLC | |||||||
(Name of Limited Liability Company) | (Name of Limited Liability Company) | |||||||
By | By | |||||||
(Signature of Member, Manager or Authorized Agent) | (Signature of Member, Manager or Authorized Agent) | |||||||
Paul E. Knauss, Manager | Paul E. Knauss, Manager | |||||||
(Type or Print Name and Capacity) | (Type or Print Name and Capacity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-550m (Rev. 12/05) | ||||||||||||||
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||||||||
Date Received | (FOR BUREAU USE ONLY) | |||||||||||||
MAR 27 2006 | FILED
MAR 28 2006
Administrator BUREAU OF COMMERCIAL SERVICES | |||||||||||||
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | ||||||||||||||
| ||||||||||||||
Name | 6601285 SO | |||||||||||||
CT Corporation System | ||||||||||||||
Address | ||||||||||||||
30600 Telegraph Road, Suite 2345 | EFFECTIVE DATE: 3/31/06 | |||||||||||||
City | State | Zip Code | Expiration date for new assumed names: December 31, | |||||||||||
Bingham Farms | MI | 48025 | Expiration date for transferred assumed names appear in item 6 | |||||||||||
Ç Document will be returned to the name and address you enter above È If left blank document will be mailed to the registered office. | ||||||||||||||
CERTIFICATE OF MERGER
Cross Entity Merger for use by Profit Corporations, Limited Liability Companies
and Limited Partnerships
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:
1. | The Plan of Merger (Consolidation) is as follows: | |||||||
a. |
The name of each constituent entity and its identification number is: | |||||||
DaimlerChrysler Financial Services Americas LLC | B1654L | |||||||
See Attachment A | ||||||||
| ||||||||
b. | The name of the surviving (new) entity and its identification number is: | |||||||
DaimlerChrysler Financial Services Americas LLC | B1654L | |||||||
Corporations and Limited Liability Companies provide the street address of the survivor’s principal place of business: | ||||||||
27777 Inkster Rd., Farmington Hills, MI 48334 |
2. | (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.) | |||||||
(at 11:58 p.m.) | ||||||||
The merger (consolidation) shall be effective on the 31st day of March , 2006 . | ||||||||
GOLD SEAL APPEARS ONLY ON ORIGINAL |
3. | Complete for Profit Corporations only |
For each constituent stock corporation, state: | ||||||
Name of corporation | Designation and number of outstanding shares in each class or series | Indicate class or series of shares entitled to vote | Indicate class or series entitled to vote as a class | |||
See Attachment A |
|
|
| |||
|
|
|
| |||
If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows:
|
The manner and basis of converting shares are as follows: |
Upon the effectiveness of this merger, all of the shares of the corporations listed on Attachment A will be cancelled for no consideration. |
The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:
N/A
|
The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation. |
The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.
|
(Complete either Section (a) or (b) for each corporation)
| ||||||||||
a) | The Plan of Merger was approved by the majority consent of the Incorporators of , a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors. | |||||||||
|
| |||||||||
(Signature of Incorporator) | (Type or Print Name) | (Signature of Incorporator) | (Type or Print Name) | |||||||
|
| |||||||||
(Signature of Incorporator) | (Type or Print Name) | (Signature of Incorporator) | (Type or Print Name) | |||||||
b) |
The plan of merger was approved by: | |||||||||
¨ the Board of Directors of , the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act. | ||||||||||
¨ the Board of Directors and the shareholders of the following Michigan corporation(s) in accordance with Section 703a of the Act. | ||||||||||
| ||||||||||
| ||||||||||
|
By |
| By |
| |||||||
(Signature of Authorized Officer or Agent) | (Signature of Authorized Officer or Agent) | |||||||||
(Type or print name) |
(Type or print name) | |||||||||
(Name of Corporation) |
(Name of Corporation) |
|
GOLD SEAL APPEARS ONLY ON ORIGINAL |
4. | Complete for any Limited Liability Companies only |
Check one of the following if the limited liability company is the survivor. | ||
x |
There are no changes to be made to the Articles of Organization of the surviving limited liability company. | |
¨ |
The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: | |
The manner and basis of converting the membership interests are as follows: |
The membership interests in DaimlerChrysler Financial Services Americas LLC will be unaffected by the merger. |
|
The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1). |
The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section 705a(5) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized. |
For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of the Act. |
Signed this 24th day of | March | , 2006 | ||||||||||
By |
| |||||||||||
(Signature of Member, Manager or Authorized Agent) | ||||||||||||
Paul E. Knauss, Manager | ||||||||||||
(Type or Print Name and Capacity) | ||||||||||||
DaimlerChrysler Financial Services Americas LLC | ||||||||||||
(Name of Limited Liability Company) |
Signed this day of | , | |||||||||||
By |
| |||||||||||
(Signature of Member, Manager or Authorized Agent) | ||||||||||||
| ||||||||||||
(Type or Print Name and Capacity BCS/CD-550m (Rev. 5/03) BSC/CD-550m (Rev. 5/03)) | ||||||||||||
| ||||||||||||
(Name of Limited Liability Company) |
GOLD SEAL APPEARS ONLY ON ORIGINAL |
Attachment A
1. | The Plan of Merger (Consolidation) is as follows |
a. | The name of each constituent entity and its identification number is: |
EFH Leasing Corporation
Fresno Biomass Power Corporation
Jasmin EOR Cogeneration Corporation
POSO EOR Cogeneration Corporation
Rocklin Biomass Power Corporation
Sovereign Crest Properties, Inc.
3. | Complete for Profit Corporations only |
For each constituent stock corporation, state
Name of Corporation | Designation and number of outstanding shares in each class or series | Indicate class or series of shares entitled to vote | Indicate class or series entitled to rate as a class | |||
EFH Leasing Corporation | Common/1,000 | NA | NA | |||
Fresno Biomass Power Corporation | Common/100 | NA | NA | |||
Jasmin EOR Cogeneration Corporation | Common/100 | NA | NA | |||
POSO EOR Cogeneration Corporation | Common/100 | NA | NA | |||
Rocklin Biomass Power Corporation | Common/100 | NA | NA | |||
Sovereign Crest Properties, Inc. | Common/100 | NA | NA |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-550m (Rev. 12/05) | ||||||||||||||
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||||||||
Date Received | (FOR BUREAU USE ONLY) | |||||||||||||
FILED
MAR 29 2007
Administrator BUREAU OF COMMERCIAL SERVICES | ||||||||||||||
MAR 29 2007 | This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | |||||||||||||
Name | 6888340 SO | |||||||||||||
CT Corporation System | ||||||||||||||
Address | ||||||||||||||
30600 Telegraph Rd ste. 2345 | ||||||||||||||
City | State Zip Code | EFFECTIVE DATE: 3/31/07 | ||||||||||||
Bingham Farms, MI 48025 | Expiration date for new assumed names: December 31, | |||||||||||||
Ç Document will be returned to the name and address you enter above È If left blank document will be mailed to the registered office. | Expiration date for transferred assumed names appear in Item 6 |
CERTIFICATE OF MERGER
Cross Entity Merger for use by Profit Corporations, Limited Liability Companies
and Limited Partnerships
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:
1. |
The Plan of Merger (Consolidation) is as follows: | |||||||
a. |
The name of each constituent entity and its identification number is: | |||||||
DaimlerChrysler Financial Services Americas LLC | B1654L | |||||||
See Attachment A | ||||||||
| ||||||||
b. |
The name of the surviving (new) entity and its identification number is: | |||||||
DaimlerChrysler Financial Services Americas LLC | B1654L | |||||||
Corporations and Limited Liability Companies provide the street address of the survivor’s principal place of business: | ||||||||
27777 Inkster Rd., Farmington Hills, MI 48334 | ||||||||
2. | (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.) | |||||||
(at 11:58 p.m.) | ||||||||
The merger (consolidation) shall be effective on the 31st day of March , 2007 . | ||||||||
GOLD SEAL APPEARS ONLY ON ORIGINAL
Attachment A
1. | The Plan of Merger (Consolidation) is as follows |
a. | The name of each constituent entity and its identification number is: |
Elspeth Pacific, Inc.
Chrysler Meadowcroft Corporation
Whitewater Holdings, Inc.
3. | Complete for Profit Corporations only |
For each constituent stock corporation, state
Name of Corporation | Designation and number of outstanding shares in each class or series | Indicate class or series of shares entitled to vote | Indicate class or series entitled to rate as a class | |||
Elspeth Pacific, Inc. | Common/100 | NA | NA | |||
Chrysler Meadowcroft Corporation | Common/100 | NA | NA | |||
Whitewater Holdings, Inc. | Common/100 | NA | NA |
GOLD SEAL APPEARS ONLY ON ORIGINAL
3. | Complete for Profit Corporations only |
For each constituent stock corporation, state: | ||||||
Name of corporation |
Designation and number of shares in each class or series | Indicate class or series of shares entitled to vote | Indicate class or series entitled to vote as a class | |||
See Attachment A |
|
|
| |||
|
|
|
| |||
If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows:
|
The manner and basis of converting shares are as follows: |
Upon the effectiveness of this merger, all of the shares of the corporations listed on Attachment A will be canceled for no consideration. |
The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:
N/A
|
The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation. |
The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.
|
(Complete either Section (a) or (b) for each corporation)
| ||||||||||||||
a) | The Plan of Merger was approved by the majority consent of the Incorporators of , a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors. | |||||||||||||
|
| |||||||||||||
(Signature of Incorporator) | (Type or Print Name) | (Signature of Incorporator) | (Type or Print Name) | |||||||||||
|
| |||||||||||||
(Signature of Incorporator) | (Type or Print Name) | (Signature of Incorporator) | (Type or Print Name) | |||||||||||
b) |
The plan of merger was approved by: | |||||||||||||
¨ |
the Board of Directors of , the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act. | |||||||||||||
¨ |
the Board of Directors and the shareholders of the following Michigan corporation(s) in accordance with Section 703a of the Act. | |||||||||||||
| ||||||||||||||
| ||||||||||||||
|
By |
| By |
| |||||||||
(Signature of Authorized Officer or Agent) | (Signature of Authorized Officer or Agent) | |||||||||||
(Type or print name) |
(Type or print name) | |||||||||||
(Name of Corporation) |
(Name of Corporation) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
4. | Complete for any Limited Liability Companies only |
Check one of the following if the limited liability company is the survivor. | ||
x |
There are no changes to be made to the Articles of Organization of the surviving limited liability company. | |
¨ |
The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: | |
The manner and basis of converting the membership interests are as follows:
The membership Interests in DaimlerChrysler Financial Services Americas LLC will be unaffected by the merger.
|
The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1).
|
The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section 705a(5) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized.
|
For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of the Act.
|
Signed this 23rd day of March , 2007 | ||||
By | ||||
(Signature of Member, Manager or Authorized Agent)
| ||||
Paul E. Knauss, Manager | ||||
(Type or Print Name and Capacity)
| ||||
DaimlerChrysler Financial Services Americas LLC | ||||
(Name of Limited Liability Company) |
Signed this day of , | ||||
By |
| |||
(Signature of Member, Manager or Authorized Agent)
| ||||
(Type or Print Name and Capacity/BCS/CD-550m (Rev. 5/03)BCS/CD-550m (Rev. 5/03)) | ||||
(Name of Limited Liability Company) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-541 (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
FEB 02 2008
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
FILED | ||||||
|
FEB 01 2008
Administrator BUREAU OF COMMERCIAL SERVICES
EFFECTIVE DATE: | |||||||
Name
CT Corporate System | 7065504 SO | |||||||
Address
208 South LaSalle Street, Suite 814 | ||||||||
City
Chicago | State
IL | Zip Code
60604 |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF TERMINATION OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
DaimlerChrysler Financial Services Americas LLC | ||||
|
2. | The identification number assigned by the Bureau is: |
B1654L
| ||||
|
3. |
The assumed name to be terminated is: | |||
DaimlerChrysler Truck Financial | ||||
|
| |||
|
4.
|
The Certificate of Assumed Name filed on the 25th day of May , 2005 is hereby terminated.
| |||
|
5. |
This document is hereby signed as required by the Act. | |||
|
Signed this 15th day of | November | , 2007 |
By | ||||||||
(Signature)
| ||||||||
Thomas F. Gilman | Manager | |||||||
| ||||||||
(Type or Print Name)
| (Type or Print Title or Capacity) | |||||||
(Limited Partnerships Only - Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-543 (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
| This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED
FEB 01 2008 | ||||||
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Name CT Corporation System |
7065504 SO | Administrator BUREAU OF COMMERCIAL SERVICES
EFFECTIVE DATE: | ||||||
Address 208 South LaSalle Street, Suite 814 | ||||||||
City Chicago | State IL | Zip Code 60604 |
Ç | Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. | È |
CERTIFICATE OF TERMINATION OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
DaimlerChrysler Financial Services Americas LLC | ||||
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2. | The identification number assigned by the Bureau is: |
B1654L
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3. |
The assumed name to be terminated is: | |||
Mercedes-Benz Financial | ||||
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4. |
The Certificate of Assumed Name filed on the 4th day of May , 2005 is hereby terminated. | |||
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5. |
This document is hereby signed as required by the Act. |
Signed this 15th day ofNovember , 2007 | ||||||||
By | ||||||||
(Signature) | ||||||||
Thomas F. Gilman |
Manager | |||||||
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(Type or Print Name) | (Type or Print Title or Capacity) | |||||||
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(Limited Partnerships Only - Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL |
Michigan Department of Labor & Economic Growth
Filing Endorsement
This is to Certify that the CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORG.
for
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
ID NUMBER: B1654L
received by facsimile transmission on October 14, 2008 is hereby endorsed
Filed on October 14, 2008 by the Administrator.
The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
| In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 14TH day of October, 2008. | |||
, Director
| ||||
Bureau of Commercial Services | ||||
Sent by Facsimile Transmission 08288 GOLD SEAL APPEARS ONLY ON ORIGINAL |
BCS/CD-718 (Rev. 07/03)
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
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This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | |||||||
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Name
| ||||||||
Address
| ||||||||
City
| State | Zip Code | EFFECTIVE DATE: |
Ç | Document will be returned to the name and address you enter above. | È | ||||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORGANIZATION
For use by Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned limited liability company executes the following Certificate of Amendment:
1. | The present name of the limited liability company is: | |||||||
DaimlerChrysler Financial Services Americas LLC | ||||||||
2. |
The identification number assigned by the Bureau is: | |||||||
B1654L | ||||||||
3. |
The date of filing of its original Articles of Organization was: 3-18-2005
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4. |
Article I of the Articles of Organization is hereby amended to read as follows: | |||||||
The name of the limited liability company is Chrysler Financial Services Americas LLC
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5. |
¨ |
The amendment was approved by a majority in interest if an operating agreement authorizes amendment of the articles of organization by majority vote. | ||||||
x |
The amendment was approved by unanimous vote of all of the members entitled to vote. |
This Certificate is hereby signed as required by Section 103 of the Act. |
Signed this 10th day of October 2008 | ||||||
By | ||||||
(Signature of Member, Manager or Authorized agent) | ||||||
Thomas F. Gilman, Manager | ||||||
(Type or Print Name and capacity |
GOLD SEAL APPEARS ONLY ON ORIGINAL |
Michigan Department of Energy, Labor & Economic Growth
Filing Endorsement
This is to Certify that the CERTIFICATE OF ASSUMED NAME
for
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
ID NUMBER: B1654L
to transact business under the assumed name of
OFFLEASE EDGE
received by facsimile transmission on October 20, 2009 is hereby endorsed
Filed on October 20, 2009 by the Administrator.
The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
Expiration Date: December 31, 2014 |
In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 20TH day of October, 2009. | ||||
| Director | |||
GOLD SEAL APPEARS ONLY ON ORIGINAL Sent by Facsimile Transmission 09293 | Bureau of Commercial Services |
BCS/CD-541 (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | |||||||
| ||||||||
Name
| ||||||||
Address
| ||||||||
City
| State | Zip Code | EXPIRATION DATE: DECEMBER 31, |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
| ||||
|
| |||
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2. | The identification number assigned by the Bureau is: |
B1654L | ||||
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3. |
The assumed name under which business is to be transacted is: | |||
OffLease Edge | ||||
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4. |
This document is hereby signed as required by the Act. | |||
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COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 30th day of September , 2009 | ||||||||
By |
| |||||||
(Signature) | ||||||||
Kristy A. Deskovitz, Assistant Secretary, Authorized Rep. | ||||||||
(Type or Print Name) | (Type or Print Title or Capacity) | |||||||
91525 | ||||||||
(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL |
Michigan Department of Energy, Labor & Economic Growth
Filing Endorsement
This is to Certify that the CERTIFICATE OF ASSUMED NAME
for
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
ID NUMBER: B1654L
to transact business under the assumed name of
INLANE EDGE
received by facsimile transmission on October 20, 2009 is hereby endorsed
Filed on October 20, 2009 by the Administrator.
The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
Expiration Date: December 31, 2014 |
In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 20TH day of October, 2009. | ||||
| Director | |||
GOLD SEAL APPEARS ONLY ON ORIGINAL | Bureau of Commercial Services | |||
Sent by Facsimile Transmission 09293 |
BCS/CD-541 (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | |||||||
| ||||||||
Name
| ||||||||
Address
| ||||||||
City
| State | Zip Code | EXPIRATION DATE: DECEMBER 31, |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
CHRYSLER FINANCIAL SERVICES AMERICAS LLC | ||||
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| |||
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2. | The identification number assigned by the Bureau is: |
B1654L | ||||
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3. |
The assumed name under which business is to be transacted is: | |||
InLane Edge | ||||
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| |||
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4. |
This document is hereby signed as required by the Act. | |||
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COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 30th day ofSEPTEMBER | , 2009 | |||||||||
By |
| |||||||||
(Signature) | ||||||||||
Kristy A. Deskovitz, Assistant Secretary, | Authorized Rep. | |||||||||
(Type or Print Name) | (Type or Print Title or Capacity) | |||||||||
| 91525 | |||||||||
(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL
Michigan Department of Energy, Labor & Economic Growth
Filing Endorsement
This is to Certify that the CERTIFICATE OF ASSUMED NAME
for
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
ID NUMBER: B1654L
to transact business under the assumed name of
REMARKETING EDGE
received by facsimile transmission on February 12, 2010 is hereby endorsed
Filed on February 16, 2010 by the Administrator.
The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
Expiration Date: December 31, 2015 |
In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 16TH day of February, 2010. | ||||
| Director | |||
GOLD SEAL APPEARS ONLY ON ORIGINAL | Bureau of Commercial Services | |||
Sent by Facsimile Transmission 10047 |
BCS/CD-541 (Rev. 12/05)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | |||||||
| ||||||||
Name
| ||||||||
Address
| ||||||||
City
| State | Zip Code | EXPIRATION DATE: DECEMBER 31, |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
| ||||
|
| |||
|
2. | The identification number assigned by the Bureau is: |
B1654L | ||||
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3. |
The assumed name under which business is to be transacted is: | |||
ReMarketing Edge | ||||
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| |||
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4. |
This document is hereby signed as required by the Act. | |||
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COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 29th day of January , 2010 | ||||||||
By | ||||||||
(Signature) | ||||||||
Kristy A. Deskovitz, Assistant Secretary | ||||||||
(Type or Print Name) | (Type or Print Title or Capacity) | |||||||
100213 | ||||||||
(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL |
Michigan Department of Energy, Labor & Economic Growth
Filing Endorsement
This is to Certify that the CERTIFICATE OF ASSUMED NAME
for
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
ID NUMBER: B1654L
to transact business under the assumed name of
GREENSTAR FINANCIAL
received by facsimile transmission on June 23, 2010 is hereby endorsed
Filed on June 23, 2010 by the Administrator.
The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
Expiration Date: December 31, 2015 |
In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 23RD day of June, 2010. | ||||
| Director | |||
GOLD SEAL APPEARS ONLY ON ORIGINAL Sent by Facsimile Transmission 10174 | Bureau of Commercial Services |
BCS/CD-541 (Rev. 7/09)
MICHIGAN DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | |||||||
| ||||||||
Name
| ||||||||
Address
| ||||||||
City
| State | Zip Code | EXPIRATION DATE: DECEMBER 31, |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF ASSUMED NAME
For use by Corporations, Limited Partnerships and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate:
1. |
The name of the corporation, limited partnership, or limited liability company is: | |||
Chrysler Financial Services Americas LLC | ||||
|
| |||
|
2. | The identification number assigned by the Bureau is: |
B1654L | ||||
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3. |
The assumed name under which business is to be transacted is: | |||
Greenstar Financial | ||||
|
| |||
|
4. |
This document is hereby signed as required by the Act. | |||
|
COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY.
Signed this 18 day of June , 2010 | ||||||||
By | ||||||||
(Signature) | ||||||||
Kristy A. Deskovitz, Authorized Person | ||||||||
(Type or Print Name) | (Type or Print Title or Capacity) | |||||||
(Limited Partnerships Only – Indicate Name of General Partner if the General Partner is a corporation or other entity) |
GOLD SEAL APPEARS ONLY ON ORIGINAL |
BCS/CD-542_6 (08/10)
DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES, CORPORATION DIVISION | ||||
Date Received | (FOR BUREAU USE ONLY) | |||
DEC 27 2010 | FILED | |||
December 27 2010 | ||||
Administrator BUREAU OF COMMERCIAL SERVICES | ||||
EXPIRATION DATE: DECEMBER 31, 2015 |
CERTIFICATE OF ASSUMED NAME For use by Domestic Limited Liability Companies (Please read information and instructions on reverse side) | B1654L | |||
Identification Number |
Pursuant to the provisions of Act 23, Public Acts of 1993, the limited liability company in item one executes the following Certificate:
1. The limited liability company name, resident agent, and mailing address of the registered office are:
CHRYSLER FINANCIAL SERVICES AMERICAS LLC
THE CORPORATION COMPANY 30600 TELEGRAPH ROAD STE 2345 BINGHAM FARMS MI 48025 |
2. The assumed name under which business is transacted is:
CHRYSLER FINANCIAL |
3. The registration of the assumed name is extended for a period expiring on December 31 of the fifth full calendar year following the year in which this renewal is filed, unless sooner terminated. |
4. This document is hereby signed as required by the Act. |
Signed this 21 day of | December | , 2010 | ||||||||
By |
Asst. Secretary | |||||||||
(Signature of Member, Manager or an authorized agent) | ||||||||||
Kristy Deskovitz | ||||||||||
(Type or Print Name) | ||||||||||
GOLD SEAL APPEARS ONLY ON ORIGINAL
BCS/CD-715 (Rev.12/03)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES | ||||||||
Date Received
| (FOR BUREAU USE ONLY) | |||||||
APR 01 2011
|
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. | FILED
APR 01 2011 | ||||||
| ||||||||
Name
CT Corporation System | Administrator Bureau of Commercial Services | |||||||
Address
208 South LaSalle Street, Suite 814 | ||||||||
City
Chicago | State
IL | Zip Code
60604 | EFFECTIVE DATE: |
Ç | Document will be returned to the name and address you enter above. | È | ||
If left blank document will be mailed to the registered office. |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF ORGANIZATION
For use by Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions Act 23, Public Acts of 1993, the undersigned liability company executes the following Certificate of Amendment:
1. | The present name of the limited liability company is: | |||||
Chrysler Financial Services Americas LLC
| ||||||
| ||||||
2. | The identification number assigned by the Bureau is: |
B1654L | ||||
3. |
The date of filing of its original Articles of Organization was:3-18-2005 | |||||
|
4.
|
Article 1 of the Articles of Organization is hereby amended to read as follows:
| |||
The name shall be TD Auto Finance LLC
|
5.
|
¨ The amendment was approved by a majority in interest if an operating agreement authorizes amendment of the articles of organization by majority vote.
| |||
x The amendment was approved by unanimous vote of all of the members entitled to vote.
|
This Certificate is hereby signed as required by Section 103 of the Act.
|
Signed this 21 day of | March | , 2011 | ||||||||
By |
| |||||||||
(Signature of Member, Manager or authorized agent) | ||||||||||
Authorized Person | ||||||||||
(Type or Print Name and capacity) | ||||||||||
GOLD SEAL APPEARS ONLY ON ORIGINAL