COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION
Office of the Clerk | Exhibit 3.90 |
January 30, 2018
WENDY STONEMAN
ODIN FELDMAN ET AL
1775 WIEHLE AVE STE 400
RESTON, VA 20190
RECEIPT
RE: | The PTR Group, LLC | |
ID: | S729260 - 2 | |
DCN: | 18-01-30-1100 |
Dear Customer:
This is your receipt for $100.00 covering the fees for filing articles of entity conversion with this office.
This is also your receipt for $200.00 to cover the fee(s) for expedited service(s).
The effective date of the certificate of entity conversion is January 30, 2018. When the certificate is effective, The PTR Group, Inc. is converted to a limited liability company organized under the laws of this Commonwealth with the following name:
The PTR Group, LLC
If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
Sincerely, | ||||
Joel H. Peck | ||||
Clerk of the Commission |
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P.O. Box 1197, Richmond, VA 23218-1197
Tyler Building, First Floor, 1300 East Main Street Richmond, VA 23219-3630
Clerk’s Office (804) 371-9733 or (866) 722-2551 (toll-free in Virginia) www.scc.virginia.gov/clk
S729260 - 2
COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION
AT RICHMOND, JANUARY 30, 2018 |
The State Corporation Commission has found the accompanying articles of entity conversion submitted on behalf of
The PTR Group, Inc.
to comply with the requirements of law and confirms payment of all required fees. Therefore, it is ORDERED that this
CERTIFICATE OF ENTITY CONVERSION
be issued and admitted to record with the articles of entity conversion and articles of organization in the Office of the Clerk of the Commission, effective January 30, 2018.
When the certificate becomes effective, The PTR Group, Inc. is deemed to be a limited liability company organized under the laws of this Commonwealth with the name
The PTR Group, LLC
The limited liability company is granted the authority conferred on it by law in accordance with its articles of organization, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION | ||
By | ||
Judith Williams Jagdmann | ||
Commissioner |
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18-01-30-1100
ARTICLES OF ENTITY CONVERSION OF THE PTR GROUP, INC. |
(FROM A CORPORATION TO A LIMITED LIABILITY COMPANY
UNDER SECTION 13.1-722.12 OF
THE VIRGINIA STOCK CORPORATION ACT)
ARTICLE 1
The corporation’s name immediately prior to the filing of these Articles of Entity Conversion is The PTR Group, Inc. (the “Corporation”). The Corporation will convert into a Virginia limited liability company and its name will be The PTR Group, LLC (the “LLC”).
ARTICLE 2
The converting corporation was originally formed on February 1, 2000 in the Commonwealth of Virginia as a corporation with the name The PTR Group, Inc.
ARTICLE 3
Under section 13.1-722.10 of the Code of Virginia, the plan of entity conversion is as follows:
(A) | At the Effective Date (as later defined), each of the shareholder’s issued and outstanding shares of corporate stock will, by virtue of the conversion and without any action by the entity, the shareholder or any other person, be converted into and exchanged for one (1) fully paid and non-assessable membership interest of the limited liability company. |
(B) | The resulting LLC’s articles of organization, as they will be in effect immediately after consummation of the conversion, are attached hereto as Exhibit A. |
ARTICLE 4
The Corporation’s shareholders unanimously approved the plan of entity conversion on January 26, 2018.
ARTICLE 5
These Articles of Entity Conversion will become effective as of January 29, 2018 (the “Effective Date”), for tax and accounting purposes.
[SIGNATURE APPEARSONTHE FOLLOWING PAGE]
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Given under my hand and seal as of the Effective Date. |
The PTR Group, Inc. | ||
a Virginia corporation | ||
By: |
| |
Dean E. Thompson, President and CEO |
[SIGNATURE PAGETO ARTICLESOF ENTITY CONVERSION]
EXHIBIT A
Articles of Organization |
A-1
ARTICLES OF ORGANIZATION FOR THE PTR GROUP, LLC (a Virginia Limited Liability Company) |
Pursuant to Section 13.1-1000 et seq. of the Code of Virginia, the undersigned states as follows:
FIRST: | Name. The name of the limited liability company is The PTR Group, LLC (the “Company”). |
SECOND: | Term. The Company shall exist from the date of the issuance of a certificate of organization by the Virginia State Corporation Commission in perpetuity, or until the occurrence of any of the events of termination specified in the operating agreement of the Company (the “Operating Agreement”) or in Section 13.1-1046 of the Code of Virginia to the extent not specified in the Operating Agreement. |
THIRD: | Registered Office. The address of the Company’s initial registered office 20729 Rainsboro Drive, Ashburn, Virginia 20147 in Loudoun County. |
FOURTH: | Registered Agent. The name of the initial registered agent is Dean E. Thompson, who is a resident of Virginia and a manager of the company and whose business address is the same as the address of the initial registered office of the Company. |
FIFTH: | Principal Office. The address of the principal office where the records of the Company will be maintained pursuant to Virginia Code Section 13.1-1028 is 20729 Rainsboro Drive, Ashburn, Virginia 20147. |
SIXTH: | Purpose. The Company is organized to transact all lawful activities and businesses that may be conducted by a limited liability company under the laws of Virginia. |
SEVENTH: | Management. The management of the Company is reserved to the managers pursuant to these Articles of Organization and the Operating Agreement. The managers shall have complete and exclusive control of the management of the Company’s business and affairs, including, without limitation, the right, power, and authority to act on behalf of the Company and in its name and to enter into contracts on behalf of the Company, as more fully set forth in the Operating Agreement. |
The undersigned executed these Articles of Organization effective as of the 29th day of January, 2018.
By: |
| |
Wayne M. Zell, Organizer |
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