Exhibit 3.81
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| | | STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 07/16/2002
020453709 — 3547811 |
CERTIFICATE OF FORMATION
OF
SUNTERRA RIDGE POINTE DEVELOPMENT, LLC
The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:
FIRST:The name of the limited liability company (hereinafter called the “limited liability company”) isSunterra Ridge Pointe Development, LLC.
SECOND:The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle.
Executed on July 15, 2002.
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| | /s/ Mark R. Williams | |
| | Mark R. Williams, Authorized Person | |
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| | | STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 03/19/2003
030184035 — 3547811 |
State of Delaware
Certificate of Merger of a Foreign Limited Partnership
into a Domestic Limited Liability Company
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.
First:The name of the surviving Limited Liability Company is Sunterra Ridge Pointe Development, LLC, a Delaware limited liability company.
Second:The name of the Limited Partnership being merged into this surviving Limited Liability Company is Ridge Pointe Limited Partnership. The jurisdiction in which this Limited Partnership was formed is Nevada.
Third:The Agreement and Plan of Merger has been approved and executed by both entities.
Fourth:The name of the surviving Limited Liability Company is Sunterra Ridge Pointe Development, LLC.
Fifth:The executed Agreement and Plan of Merger is on file at 3865 West Cheyenne Avenue, Building #5, North Las Vegas, Nevada 89032, the principal place of business of the surviving Limited Liability Company.
Sixth:A copy of the Agreement and Plan of Merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.
Seventh:The Agreement and Plan of Merger between the aforesaid constituent entities provides that the merger herein certified shall be effective at 11:59 p.m. on the date of filing this Certificate of Merger in the State of Delaware.
IN WITNESS WHEREOF,said Limited Liability Company has caused this certificate to be signed by an authorized person, this 19th day of March, 2003.
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| | SUNTERRA RIDGE POINTE
DEVELOPMENT, LLC
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| | By: | SUNTERRA DEVELOPER AND SALES
HOLDING COMPANY, a Delaware corporation,
its sole manager and member | |
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| | By: | /s/ James F. Anderson | |
| | | Name: | James F. Anderson | |
| | | Title: | Vice President | |
2
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION
OF
SUNTERRA RIDGE POINTE DEVELOPMENT, LLC
SUNTERRA RIDGE POINTE DEVELOPMENT, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:
1. The name of the limited liability company is:
SUNTERRA RIDGE POINTE DEVELOPMENT, LLC.
2. The Certificate of Formation of the domestic limited liability company is hereby amended to change the name and address of the registered agent and the address of the registered office within the State of Delaware as follows:
National Registered Agents, Inc.
9 East Loockerman Street, Suite 1B
Dover, Delaware 19901
County of Kent
Executed on: January 14, 2004.
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| | /s/ Lori Knohl | |
| | Lori Knohl, Authorized Person | |
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| | | State of Delaware
Secretary of State
Division of Corporations
Delivered 12:43 PM 01/23/2004
FILED 12:27 PM 01/23/2004
SRV 040049781 — 3547811 FILE |
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| | | State of Delaware
Secretary of State
Division of Corporations
Delivered 07:11 PM 10/17/2007
FILED 07:11 PM 10/17/2007
SRV 071127854 — 3547811 FILE |
CERTIFICATE OF AMENDMENT
OF
SUNTERRA RIDGE POINTE DEVELOPMENT, LLC
1. The name of the limited liability company is SUNTERRA RIDGE POINTE DEVELOPMENT, LLC.
2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is
DIAMOND RESORTS RIDGE POINTE DEVELOPMENT, LLC
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Sunterra Ridge Pointe Development, LLC this 16th day of October 2007.
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| | By: | /s/ Frederick C.Bauman | |
| | | Frederick C. Bauman | |
| | | Authorized Person | |
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