Exhibit 3.6
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| | STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 PM 11/17/1997 971391499 - 2822045 |
CERTIFICATE OF FORMATION
OF
KERR-McGEE CHEMICAL LLC
1. The name of the limited liability company is Kerr-McGee Chemical LLC.
2. The address of its 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.
3. The existence of the company will be perpetual.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Kerr-McGee Chemical LLC this 13th day of November, 1997.
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| KERR-McGEE CORPORATION |
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/s/ Russell G. Horner, Jr. |
| By: | | Russell G. Horner, Jr. |
Senior Vice President, Secretary and General Counsel |
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| | STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:00 PM 12/29/1997 971452163 - 2822045 |
CERTIFICATE OF MERGER
OF
KERR-McGEE CHEMICAL CORPORATION
a Delaware Corporation
INTO
KERR-MCGEE CHEMICAL LLC
a Delaware Limited Liability Company
Pursuant to Section 264 of the
Delaware General Corporation Law
and Section 18-209 of the
Delaware Limited Liability Company Act
KERR-McGEE CHEMICAL CORPORATION, a corporation organized under the laws of the State of Delaware,DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent entities are as follows:
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Name | | State of Incorporation |
Kerr-McGee Chemical Corporation | | Delaware |
Kerr-McGee Chemical LLC | | Delaware |
SECOND: That an Agreement and Plan of Merger among the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the requirements of Section 264(c) of the General Corporation Law of the State of Delaware and Section 18-209(b) of the Limited Liability Company Act of the State of Delaware.
THIRD: That the name of the surviving domestic limited liability company of the merger is Kerr-McGee Chemical LLC.
FOURTH: That this Certificate of Merger shall be effective as of 8:00 a.m. on January 1, 1998.
FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving domestic limited liability company at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102.
SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by the surviving domestic limited liability company, on request and without cost, to any stockholder of any constituent corporation or any member of any constituent limited liability company.
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DATED: December 29, 1997
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| ATTEST: | | | | KERR-McGEE CHEMICAL CORPORATION |
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| By: | | /s/ Don Hager | | | | By: | | /s/ Luke R. Corbett |
| | Don Hager | | | | | | Luke R. Corbett |
| | Assistant Secretary | | | | | | Chairman of the Board and |
| | | | | | | | Chief Executive Officer |
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| ATTEST: | | | | KERR-McGEE CHEMICAL LLC |
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| By: | | /s/ Don Hager | | | | By: | | /s/ Luke R. Corbett |
| | Don Hager | | | | | | Luke R. Corbett |
| | Assistant Secretary | | | | | | Chairman of the Board and |
| | | | | | | | Chief Executive Officer |
Page 2 of Certificate Of Merger
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| | State of Delaware Secretary of State Division of Corporations Delivered 03:39 PM 09/15/2005 FILED 11:47 AM 09/15/2005 SRV 050756031 - 2822045 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
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| 1. | | Name of Limited Liability Company:Kerr-McGee Chemical LLC |
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| 2. | | The Certificate of Formation of the limited liability company is hereby amended as follows:The name of the limited liability company is Tronox LLC |
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| | IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14th -day of September, A.D. 2005. |
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| By: | | /s/ John F. Reichenberger |
| | Authorized Person(s) |
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| Name: | | John F. Reichenberger, V.P. & Asst. Secretary |
| | Print or Type of Tronox Worldwide LLC, Member |
