Exhibit 3.1
LLC-1 | File# | 200933710071 |
State of California Secretary of State | ENDORSED - FILED in the office of the Secretary of State of the State of California | |
LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION |
DEC 01 2009 |
A $70.00 filing fee must accompany this form. | |
IMPORTANT – Read instructions before completing this form. | This Space For Filing Use Only |
ENTITY NAME(End the name with the word “Limited Liability Company,” or the abbreviations “LLC” or L.LC.” The words “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.,” respectively.) |
1. | NAME OF LIMITED LIABILITY COMPANY |
P4L HEALTH SCIENCES, LLC | |
PURPOSE(The following statement is required by statute and should not be altered.) |
2. | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. |
INITIAL AGENT FOR SERVICE OF PROCESS(Ifthe agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank). |
3. | NAME OF INITIAL AGENT FOR SERVICE OF PROCESS |
STEPHEN R. SODEN | |
4. | IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA | CITY | STATE | ZIP CODE |
550 West C Street, Suite 1710 | San Diego | CA | 92101 | |
MANAGEMENT(Check only one) |
5. | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: |
þ | ONE MANAGER | |
¨ | MORE THAN ONE MANAGER | |
¨ | ALL LIMITED LIABILITY COMPANY MEMBER(S) | |
ADDITIONAL INFORMATION |
6. | ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. |
EXECUTION |
7. | I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTIONS MY ACT AND DEED. |
11-30-2009 | /s/Stephen R. Soden | |||
DATE | SIGNATURE OF ORGANIZER | |||
Stephen R. Soden | ||||
TYPE OR PRINT NAME OF ORGANIZER | ||||
APPROVED BY SECRETARY OF STATE |
State of California
Secretary of State
I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of this office.
IN WITNESS WHEREOF,Iexecute this certificate and affix the Great Seal of the State of California this day of | |
DEC 04 2009 | |
/s/ Debra Bowen DEBRA BOWEN Secretary of State | |
State of California
Secretary of State
I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of this office.
IN WITNESS WHEREOF,Iexecute this certificate and affix the Great Seal of the State of California this day of | |
JAN 13 2010 | |
/s/ Debra Bowen DEBRA BOWEN Secretary of State | |
Sec/State Form CE-109 (REV 01/2009) | OSP 09113843 |
State of California Secretary of State | ||
LIMITED LIABILITY COMPANY RESTATED ARTICLES OF ORGANIZATION | ENDORSED - FILED In the office of the Secretary of State of the State of California |
A $30.00 filing fee must accompany this form. | DEC 31 2009 |
IMPORTANT − Read instructions before completing this form | This Space For Filing Use Only |
1. | SECRETARY OF STATE FILE NUMBER | 2. NAME Of LIMITED LIABILITY compamy: |
200933710071 | P4L HEALTH SCIENCES, LLC |
3. | NAME OF LIMITED LIABILITY COMPANY IF DIFFERENT FROM ITEM 2. (END THE NAME WITH THE WORDS “LIMITED LIABILITY COMPANY” OR “LTD, LIABILITY CO.” OR THE ABBREVIATIONS “LLC OR L.L.C.”) |
GUARDION HEALTH SCIENCES, LLC | |
4. | FUTURE EFFECTIVE DATE,IfANY: |
MONTH: | DAY: | YEAR: |
5. | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. |
6. | CHECK THE APPROPRIATE PROVISION BELOW AND NAME TOE AGENT FOR SERVICE OF PROCESS |
þ | AN INDIVIDUAL RESIDING IN CALIFORNIA. PROCEED TO ITEM 7 | |
¨ | A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO SECTION 1505. PROCEED TO ITEM 8. | |
AGENT’S NAME: | STEPHEN R. SODEN | ||
7. | CALIFORNIAAddress of the agent for service of process. complete only If an individual |
ADDRESS 550 WEST C STREET, SUITE 1710 |
CITYSAN DIEGO | state: | CA | ZIP CODE: | 92101 |
8. | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: (CHECK ONE) |
þ | ONE MANAGER | |
¨ | MORE THAN ONE MANAGER | |
¨ | ALL LIMITED LIABILITY COMPANY MEMBER(S) |
9. | OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE THE LATEST DATE ON WHICH THE LIMITED LIABILITY IS TO DISSOLVE. |
10. | TOTAL NUMBER OF PAGES ATTACHED, IF ANY: |
11. | IT IS HEREBY DECLARED THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTION IS MY ACT AND DEED. |
/s/Michael Favish | DECEMBER 30, 2009 | |||
Signature of authoriZed person | DATE |
MICHAEL FAVISH, CEO FOR GUARDION TECHNOLOGIES, INC.,MANAGER | ||
TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON | ||
12. | RETURN TO: |
NAME | STEPHEN R. SODEN | ||
FIRM | SODEN & STEINBERGER, LLP | ||
ADDRESS | 650 WEST C STREET, SUITE 1710 | ||
CITY/STATE | SAN DIEGO, CALIFORNIA | ||
ZIP CODE | 92101 |
SEC/stateform LLC-10(Rev. 03/2005) - Filing fee $30.00 | Approved by secretary of state |