Exhibit 3.8
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 09:09 PM 07/28/2010 | ||||
| FILED 09:09 PM 07/28/2010 | ||||
| SRV 100782103 - 4853917 FILE |
CERTIFICATE OF LIMITED PARTNERSHIP
OF
TRI POINTE HOMES, LP
The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, Title 6 Delaware Code, Chapter 17, does hereby certify as follows:
| 1. | The name of the limited partnership (the “Partnership”) is TRI Pointe Homes, LP. |
| 2. | The address of the registered office of the Partnership in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name and address of the registered agent of the Partnership in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. |
| 3. | The name and mailing address of the sole general partner of the Partnership are as follows: |
TPH No. 1, Inc.
20201 SW Birch Street, Suite 100
Newport Beach, California 92660
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of TRI Pointe Homes, LP, as of July 27, 2010.
| TPH NO. 1, INC., a Delaware corporation, General Partner | ||||
| By: | /s/ Douglas F. Bauer | |||
| Douglas F. Bauer | ||||
| Its: | Chairman and Chief Executive Officer | |||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 06:47 PM 07/29/2010 | ||||
| FILED 06:40 PM 07/29/2010 | ||||
| SRV 100786409 - 4853917 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF LIMITED PARTNERSHIP
OF
TRI POINTE HOMES, LP
The undersigned, desiring to amend the Certificate of Limited Partnership of TRI Pointe Homes, LP, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the limited partnership (the “Partnership”) is: TRI Pointe Homes, LP.
SECOND: Article 3 of the Certificate of Limited Partnership of TRI Pointe Homes, LP, is hereby deleted in its entirety and the following is substituted in lieu thereof:
“3. The name and address of the sole general partner of the Partnership are as follows:
TPH Investments, Inc.
20201 SW Birch Street, Suite 100
Newport Beach, California 92660
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Homes, LP, as of July 29, 2010.
| TPH INVESTMENTS, INC., a Delaware corporation, General Partner | ||||
| By: | /s/ Douglas F. Bauer | |||
| Douglas F. Bauer | ||||
| Its: | Chairman and Chief Executive Officer | |||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 01:55 PM 08/16/2010 | ||||
| FILED 01:44 PM 08/16/2010 | ||||
| SRV 100831001 - 4853917 FILE |
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF LIMITED PARTNERSHIP
OF
TRI POINTE HOMES, LP
The undersigned, desiring to amend the Certificate of Limited Partnership of TRI Pointe Homes, LP, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
1. The name of the limited partnership (the “Partnership”) is TRI Pointe Homes, LP.
2. Article 1 of the Certificate of Limited Partnership of TRI Pointe Homes, LP, is hereby deleted in its entirety and the following is substituted in lieu thereof:
| “1. | The name of the Partnership is TRI Pointe Operating, LP.” |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Homes, LP, as of August 16, 2010.
| TPH INVESTMENTS, INC., a Delaware corporation, General Partner | ||||
| By: | /s/ Douglas F. Bauer | |||
| Douglas F. Bauer | ||||
| Its: | Chief Executive Officer | |||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 10:29 PM 09/27/2010 | ||||
| FILED 10:09 PM 09/27/2010 | ||||
| SRV 100945991 - 4853917 FILE |
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF LIMITED PARTNERSHIP
OF
TRI POINTE OPERATING, LP
(FORMERLY KNOWN AS TRI POINTE HOMES, LP)
The undersigned, desiring to amend the Certificate of Limited Partnership of TRI Pointe Operating, LP (formerly known as TRI Pointe Homes, LP), pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
1. The name of the limited partnership (the “Partnership”) is TRI Pointe Operating, LP. The Partnership was formerly known as TRI Pointe Homes, LP.
2. Article 1 of the Certificate of Limited Partnership is hereby deleted in its entirety and the following is substituted in lieu thereof:
| “1. | The name of the Partnership is TRI Pointe Contractors, LP.” |
Article 3 of the Certificate of Limited Partnership is hereby deleted in its entirety and the following is substituted in lieu thereof:
| “3. | The name and address of the sole general partner of the Partnership are as follows: |
Tri Pointe Communities, Inc.
20201 SW Birch Street, Suite 100
Newport Beach, California 92660
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Limited Partnership of TRI Pointe Operating, LP (formerly known as TRI Pointe Homes, LP), as of September 27, 2010.
| TRI POINTE COMMUNITIES, INC., a Delaware corporation, General Partner | ||||
| By: | /s/ Douglas F. Bauer | |||
| Douglas F. Bauer | ||||
| Its: | Chief Executive Officer | |||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 08:00 AM 04/09/2012 | ||||
| FILED 08:00 AM 04/09/2012 | ||||
| SRV 120412896 - 4853917 FILE |
STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP
The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership isTRI Pointe Contractors, LP (the “Partnership”)
SECOND: Article3 of the Certificate of Limited Partnership shall be amended as follows:
| “3. | The address of the sole general partner, TRI Pointe Communities, Inc., is as follows: |
19520 Jamboree Road, Suite 200, Irvine, California 92612
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this28th day ofMarch, A.D.2012.
| TRI POINTE COMMUNITIES, INC. | ||
| By: | /s/ Michael D. Grubbs | |
| General Partner(s) | ||
| Michael D. Grubbs | ||
| Name: | Chief Financial Officer | |
| Print or Type | ||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 10:10 AM 05/07/2014 | ||||
| FILED 09:28 AM 05/07/2014 | ||||
| SRV 140577399 - 4853917 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED PARTNERSHIP
The limited partnership organized and existing under the Limited Partnership Act of the State of Delaware, hereby certifies as follows:
1. The name of the limited partnership isTRI POINTE CONTRACTORS, LP.
2. The Registered Office of the limited partnership in the State of Delaware is changed to2711 Centerville Road, Suite 400 (street), in the City ofWilmington, Zip Code19808. The name of the Registered Agent at such address upon whom process against this limited partnership may be served isCorporation Service Company.
| By: Tri Pointe Communities, Inc., its general partner | ||||||
| By: | /s/ Dona Priebe | |||||
| General Partner | ||||||
| Name: | Dona Priebe, Vice President | |||||
| Print or Type | ||||||