Exhibit 3.12
Doc ID — 200822101316
Receipt
This is not a bill. Please do not remit payment
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
ATTN: NOEMI VILLARREAL
41 S. HIGH ST. 26TH FL
COLUMBUS, OH 043215
STATE OF OHIO
CERTIFICATE
Ohio Secretary of State, Jennifer Brunner
1797905
It is hereby certified that the Secretary of State of Ohio has custody of the business records for
EATON AEROQUIP LLC
and, that said business records show the filing and recording of:
Document(s) | Document No(s): | |
ARTICLES OF ORGNZTN/DOM. PROFIT LIM.LIAB. CO. | 2008221013156 | |
Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 4th day of August, A.D. 2008.
Ohio Secretary of State |
| Doc ID — 200822101316 | Expedite this Form: (Select One) | |||
Prescribed by: The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) | ¨ Yes PO Box 1390 Columbus, OH 43216 | |||
| *** Requires an additional fee of $100*** | ||||
www.sos.state.oh.us e-mail: busserv@sos.state.oh.us | ¨ No PO Box 670 Columbus, OH 4321b |
ORGANIZATION / REGISTRATION OF
LIMITED LIABILITY COMPANY
(Domestic or Foreign)
Filing Fee $125.00
THE UNDERSIGNED DESIRING TO FILE A:
CHECK ONLY ONE(1) BOX)
| (1) x | Articles of Organization for Domestic Limited Liability Company (115-LCA) ORC 1705 | (2) ¨ | Application for Registration of Foreign Limited Liability Company (106-LFA) ORC 1705 | |||||||
(Date of Formation) |
(State) | |||||||||
Complete the general information in this section for the box checked above.
| Name | Eaton Aeroquip LLC | |
| ¨ | Check here if additional provisions are attached | |
* If box (1) is checked, name must include one of the following endings: limited liability company, limited, Ltd. L.t.d., LLC, L.L.C.
| Complete the information in this section if box (1) is checked. | ||||||||
| Effective Date (Optional) |
(mm/dd/yyyy) | Date specified can be no more than 90 days after date of filing. If a date is specified the date must be a date on or after the date of filing. | ||||||
| This limited liability company shall exist for | ||||||||
| (Optional) | (Period of existence) | |||||||
Purpose (Optional) |
| |||||||
The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is | ||||||||
| (Optional) |
| |||||||
| (Name) | ||||||||
| ||||||||
| (Street) NOTE: P.O. Box Addresses are NOT acceptable | ||||||||
(City) |
(State) |
(Zip Code) | ||||||
Last Revised: May 2002
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Doc ID — 200822101316
Complete the information in this section if box (1) is checked Cont.
ORIGINAL APPOINTMENT OF AGENT
The undersigned authorized member, manager or representative of
Eaton Aeroquip LLC | ||||
| (name of limited liability company) | ||||
hereby appoints the following to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The name and address of the agent is:
CT Corporation System (Name of Agent) | ||||||||
1300 East 9th Street (Street) |
NOTE: P.O. Box Addresses are NOT acceptable | |||||||
Cleveland, | Ohio | 44114 | ||||||
(City) | (State) | (Zip Code) | ||||||
Must be authenticated by an authorized representative | ACFB Incorporated | 8/1/08 Date | ||
Authorized Representative By: Donna Fuller, Assistant Secretary
Authorized Representative |
ACCEPTANCE OF APPOINTMENT
The undersigned, named herein as the statutory agent for
Eaton Aeroquip LLC | ||||
| (name of limited liability company) | ||||
hereby acknowledges and accepts the appointment of agent for said limited liability Company.
| CT Corporation System | ||||||
| By: |  | |||||
| (Agent’s signature) | ||||||
PLEASE SIGN PAGE (3) AND SUBMIT COMPLETED DOCUMENT
Page 2 of 3
Doc ID 200822101316
Complete the information in this section if box (2) is checked.
The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is
| ||||||||||
| (Name) | ||||||||||
| ||||||||||
| (Street) NOTE: P.O. Box Addresses are NOT acceptable | ||||||||||
(City) (State) (Zip Code) | ||||||||||
The name under which the foreign limited liability company desires to transact business in Ohio is
The limited liability company hereby appoints the following as its agent upon whom process against the limited liability company may be served in the state of Ohio. The name and complete address of the agent is
| ||||||||||
| (Name) | ||||||||||
| ||||||||||
| (Street) NOTE: P.O. Box Addresses are NOT acceptable | ||||||||||
(City) | Ohio (State) |
(Zip Code) | ||||||||
The limited liability company irrevocably consents to service of process on the agent listed above as long as the authority of the agent continues, and to service of process upon the OHIO SECRETARY OF STATE if:
| a. | the agent cannot be found, or |
| b. | the limited liability company fails to designate another agent when required to do so, or |
| c. | the limited liability company’s registration to do business in Ohio expires or is cancelled. |
REQUIRED
Must be authenticated (signed)
by an authorized representative
(See instructions)
ACFB Incorporated
| /s/ Donna Fuller | 8/1/08 | |||||
| Authorized Representative | Date | |||||
| By: Donna Fuller, Assistant Secretary | ||||||
(Print Name) |
Page 3 of 3
Doc ID —> 200822101316
www.sos.state.oh.us
e-mail: bussserv@sos.state.oh.us
Prescribed by:
The Ohio Secretary of State
Central Ohio: (614) 466-3910
Toll Free: 1-877-SOS-FILE (1-877-767-3453)
CONSENT FOR USE OF SIMILAR NAME
(For Domestic /Foreign, Profit or Nonprofit)
Must Be Accompanied By Another Form
THE UNDERSIGNED DESIRING TO FILE A:
(CHECK ONLY ONE (1) BOX) This filing does not extend the registration period
¨ Where consenting entity is a a corporation
(147-CSC) | Where consenting entity is a
¨Trade Name ¨Service Mark ¨Trade Mark
(149-CSN) | Where consenting entity is a
¨ Limited Liability Company ¨ Limited Partnership ¨ Partnership Having limited
(148-C5L) |
¨ Check here if additional provisions are attached
Charter or Registration No. of Entity Giving Consent | 376083 | |||
Name of Entity Giving Consent | Eaton Aeroquip Inc. | |||
Gives Its Consent To | Eaton Aeroquip LLC | |||
To Use the Name | Eaton Aeroquip LLC | |||
| ||||||||
REQUIRED Must be authenticated (signed) by an authorized representative | ||||||||
| /s/ Earl R. Franklin | 8/1/08 | |||||||
Authorized Representative Earl R. Franklin Vice President and Secretary | Date | |||||||
| Authorized Representative | Date | |||||||
If the consenting party is a partnership, all general partners must sign. If only one partner is authorized to sign, a copy of the resolution authorizing the signature must be included.
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