Exhibit 3.13
Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 | DOCKET NUMBER | : 052730768 | ||||
CONTROL NUMBER | : 0475620 | |||||
EFFECTIVE DATE | : 09/30/2005 | |||||
REFERENCE | : 0045 | |||||
PRINT DATE | : 09/30/2005 | |||||
FORM NUMBER | : 411 |
PARANET CORPORATION SERVICES, INC.
STEPHANIE THOMAS
3761 VENTURE DRIVE, STE 260
DULUTH GA 30096
CERTIFICATE OF MERGER
I, Cathy Cox, the Secretary of State of the Georgia, do hereby issue this certificate pursuant to Title 14 of the Official Code of Georgia annotated certifying that articles or a certificate of merger and fees have been filed regarding the merger of the below entities, effective as of the date shown above. Attached is a true and correct copy of the said filing.
Surviving Entity:
INFOR GLOBAL SOLUTIONS (GEORGIA), INC., A GEORGIA CORPORATION
Nonsurviving Entity/Entities:
INFOR GLOBAL SOLUTIONS (INDIANA), INC., AN INDIANA CORPORATION
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CATHY COX | ||
SECRETARY OF STATE |
Certification#: 9233543-1 Reference#: 9266 Page 1 of 6
52730768
CERTIFICATE OF MERGER
OF
INFOR GLOBAL SOLUTIONS (INDIANA), INC. (an Indiana corporation)
WITH AND INTO
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INFOR GLOBAL SOLUTIONS (GEORGIA), INC. (a Georgia corporation) | 475620 |
In accordance with Section 14-2-1104 of the Georgia Business Corporation Code (the “Code”), Infor Global Solutions (Georgia), Inc., a Georgia corporation (the “Corporation”), executes the following Certificate of Merger:
1. | Pursuant to a Plan of Merger (the “Plan of Merger”), dated as of September 29, 2005, by and between Infor Global Solutions (Indiana), Inc., an Indiana corporation (the “Disappearing Entity”), and the Corporation, the Disappearing Entity shall be merged with and into the Corporation (the “Merger”). |
2. | The Corporation shall be the surviving corporation resulting from the Merger. The Articles of Incorporation of the Corporation shall be the Articles of Incorporation of the surviving corporation. |
3. | The executed Plan of Merger is on file at the Corporation’s principal place of business located at 1000 Windward Concourse Parkway, Suite 100, Alpharetta, Georgia 30005. A copy of the Plan of Merger will be furnished by the Corporation, on request and without cost, to the shareholders of the Disappearing Entity and the Corporation. |
4. | The Plan of Merger was duly adopted by the sole shareholder of the Disappearing Entity. Approval from the sole shareholder of the Corporation was not required pursuant to Section 14-2-1103(h) of the Code. |
5. | The Corporation undertakes to deliver the request for publication of a notice of filing this Certificate of Merger and payment therefore as required by Section 14-2-1105.1(b) of the Code. |
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Certification#: 9233543-1 Reference#: 9266 Page 2 of 6
IN WITNESS WHEREOF, Infor Global Solutions (Georgia), Inc. has caused this Certificate of Merger to be executed by its duly authorized officer this 30th day of September, 2005.
INFOR GLOBAL SOLUTIONS (GEORGIA), INC., a Georgia corporation | ||
By: | ||
Gregory M. Giangiordano General Counsel and Secretary |
{Georgia Certificate of Merger - Infor Indiana into Infor Georgia} | S-1 |
Certification#: 9233543-1 Reference#: 9266 Page 3 of 6
Secretary of State Corporations Division 315 West Tower #2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 | DOCKET NUMBER | : 0475620 | ||||
EFFECTIVE DATE | : 12/30/2004 | |||||
COUNTY | : GEORGIA | |||||
REFERENCE | : 0091 | |||||
PRINT DATE | : 12/31/2004 | |||||
FORM NUMBER | : 311 |
PARANET CORPORATION SERVICES, INC.
MIKEL HUTCHINGS
3761 VENTURE DRIVE, STE 260
DULUTH, GA 30096
CERTIFICATE OP INCORPORATION
I, Cathy Cox, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby certify under the seal of my office that
INFOR GLOBAL SOLUTIONS (GEORGIA), INC.
A DOMESTIC PROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia on the effective date stated above by the filing of articles of incorporation in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.
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Cathy Cox | ||||
Secretary of State |
Certification#: 9233543-1 Reference#: 9266 Page 4 of 6
ARTICLES OF INCORPORATION
OF
Article 1.
The name of the corporation is | Infor Global Solutions (Georgia), Inc. | |
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Article 2.
The corporation is authorized to issue1,000 shares.
Article 3.
The street address of the registered office is | 3761 Ventura Drive |
Duluth, GA 30096 | , | in | Gwinnett | County. |
The registered agent at such address is | National Registered Agents, Inc. |
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(The registered office address must be a street address.)
Article 4.
The name and address of each incorporator is:
Thaddine G. Gomez, c/o Kirkland & Ellis, LLP, 200 E. Randolph Drive, Chicago, IL 60601 |
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Article 5.
The principal mailing address of the corporation is | One Country View Road, Malvem, PA 19355 | |||
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(Even if the initial principal mailing address is the same as the initial registered office address, there must be a specific statement regarding the corporation’s principal mailing address.)
IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.
This28th day ofDecember,2004.
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Certification#: 9233543-1 Reference#: 9266 Page 5 of 6
CATHY COX Secretary of State | OFFICE OF SECRETARY OF STATE | |||
CORPORATIONS DIVISION | ||||
315 West Tower, #2 Martin Luther King, Jr. Drive | WARREN RARY | |||
Atlanta, Georgia 30334-1530 | Director | |||
(404) 656-2817 | ||||
Registered agent, officer, entity status information via the Internet | ENRICO M. ROBINSON | |||
http://www.georgiacorporations.org | Assistant Director | |||
TRANSMITTAL INFORMATION GEORGIA PROFIT OR NONPROFIT CORPORATIONS |
DO NOT WRITE IN SHADED AREA • SOS USE ONLY
DOCKET # |
| PENDING # |
| CONTROL # | 0475620 | |||||||||||||||||||
DOCKET CODE |
| DATE FILED |
| AMOUNT RECEIVED |
| CHECK/ RECEIPT # |
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TYPE CODE |
| EXAMINER |
| JURISDICTION (COUNTY) CODE |
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NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM
1. |
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Corporate Name Reservation Number (if one has been obtained; if articles are being filed without prior reservation, leave this line blank) | ||||||||
Infor Global Solutions (Georgia), Inc. | ||||||||
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Corporate Name (Listexactly as it appears in articles) | ||||||||
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2. | Paranet Corporation Services, Inc. (Mikel Hutchings) 800-277-9977 | |||||||
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Name of person filing articles (certificate will be mailed to this person, at address below) | Telephone Number | |||||||
3761 Venture Drive, Suite 260 | ||||||||
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Address | ||||||||
Duluth | GA | 30096 | ||||||
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City | State | Zip Code | ||||||
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3. | ||||||||
Mail or deliver the following items to the Secretary of State, at the above address: | ||||||||
1) This transmittal form 2) Original and one copy of the Articles of Incorporation 3) Filing fee of $100.00 payable to Secretary of State. Filing fees are NON-refundable. | ||||||||
I certify that a Notice of Incorporation or Notice of Intent to Incorporate with a publication fee of $40.00 has been or will be mailed or delivered to the official organ of the county where the initial registered office of the corporation is to be located. (List of legal organs is posted at web site; or, the Clerk of Superior Court can advise you of the official organ in a particular county.) | ||||||||
12/30/2004 | ||||||||
Authorized signature of person filing documents | Date | |||||||
Request certificates and obtain entity information via the Internet: http://www.georgiacorporations.org
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Certification#: 9233543-1 Reference#: 9266 Page 6 of 6
Control No. 0475620
STATE OF GEORGIA
Secretary of State
Corporations Division
313 West Tower
2 Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530
CERTIFICATE
OF
AMENDMENT
NAME CHANGE
I,Brian P. Kemp, the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that
INFOR GLOBAL SOLUTIONS (GEORGIA), INC.
a Domestic Profit Corporation
has filed articles/certificate of amendment in the Office of the Secretary of State on07/01/2012 changing its name to
INFOR (GA), INC.
and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/ certificate of amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on July 1, 2012 | ||
![]() | Brian P. Kemp Secretary of State |
Control No: 0475620 Date Filed: 07/01/2012 12:00 AM Brian P. Kemp Secretary of State | ||||
Brian P. Kemp Secretary Of State
| Office Of The Secretary Of State Corporations Division 237 Coliseum Drive Macon, GA 31217 404-656-2817
Articles Of Amendment Of Articles Of Incorporation |
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Article One
The Name Of The Corporation Is:
Infor Global Solutions (Georgia), Inc. | ||||||||||||||
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Article Two
The Corporation Hereby Adopts The Following Amendment To Change The Name Of The Corporation The New Name Of The Corporation Is:
Infor (GA), Inc. | ||||||||||||||
(The Effective Date of this Amendment is July 1, 2012.)
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| Article Three
The Amendment Was Duly Adopted By The Following Method (choose one box only):
The amendment was adopted by the incorporators prior to the issuance of shares. The amendment was adopted by a sufficient vote of the shareholders. The Amendment Was Adopted By The Board Of Directors Without Shareholder Action As Shareholder Action Was Not Required.
Article Four
The Date Of The Adoption Of The Amendment(s) Was: June 15, 2012
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Article Five | ||||||||||||||
The undersigned does hereby certify that a notice to publish the filing of articles of amendment to change the corporation’s name along with the publication fee of $40.00 has been forwarded to the legal organ of the county of the registered office as required by O.C.G.A. §14-2-1006.1
IN WITNESS WHEREOF, the undersigned has executed these Articles Of Amendment | ||||||||||||||
On | June 20, 2012 | |||||||||||||
(Date) | (Signature And Capacity in which signing) | |||||||||||||
Gregory M. Giangiordano, | ||||||||||||||
President
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Form CD 100 | ||||||||||||||
Email Address howard.young@kirkland.com |