Exhibit 3.43
Form 642 (Revised 01/06)
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512463-5555 FAX: 512463-5709 Filing Fee: See instructions |
[Seal]
Certificate of Conversion of a Limited Partnership Converting to a Limited Liability Company | This space is reserved for officeuse.
FILED In the Office of the Secretary of State of Texas DEC 21 2006
Corporations Section |
Converting Entity Information
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The name of the converting limited partnership is:
Straus-Frank Enterprises Limited
The jurisdiction of formation of the limited partnership is: Texas
The date of formation of the limited partnership is: December 28, 1998
The file number, if any, issued to the limited partnership by the secretary of state is:11574810
Plan of Conversion—Alternative Statements
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The limited partnership named above is converting to a limited liability company. The name of the limited liability company is:
Straus-Frank Enterprises LLC
The limited liability company will be formed under the laws of: Texas
☐ The plan of conversion is attached.
If the plan of conversion is not attached, the following statements must be completed.
☒ Instead of attaching the plan of conversion, the limited partnership certifies to the following statements:
A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the limited partnership is:
2635 E. Millbrook Rd | Raleigh | NC | USA | 27604 | ||||
Street or Mailing Address | City | State | Country | Zip Code | ||||
A signed plan of conversion will be on file after the conversion at the principal place of business of the limited liability company, the converted entity. The address of the principal place of business of the limited liability company is: | ||||||||
2635 E. Millbrook Rd | Raleigh | NC | USA | 27604 | ||||
Street or Mailing Address | City | State | Country | Zip Code | ||||
A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.
Form 642
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Certificate of Formation for the Converted Entity
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☒ The converted entity is a Texas limited liability company. The certificate of formation of the Texas limited liability company is attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.
Approval of the Plan of Conversion
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The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.
Effectiveness of Filing(Select either A, B, or C.)
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A. This document becomes effective when the document is accepted and filed by the secretary of state.
B. ☒ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:January 1, 2007 at 12:01 a.m.
C. ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
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The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
| Date:December 13, 2006 | GULF STATES SUPPLY LLC, General Partner | |||||
| By: | /s/ JOHN W. GARDNER | |||||
JOHN W. GARDNER Manager | ||||||
| Signature and title of authorized person on behalf of the converting entity | ||||||
Form 642 | 2 |
Form 205 (Revised 01/06)
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512463-5555 FAX 512463-5709 Filing Fee: $300 | [Seal]
Certificate of Formation Limited Liability Company | This space is reserved for office use.
FILED In the Office of the Secretary of State of Texas DEC 21 2006
Corporations Section |
Article 1 – Entity Name and Type
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The filing entity being formed is a limited liability company. The name of the entity is:
Straus-Frank Enterprises LLC
The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.
Article 2 – Registered Agent and Registered Office (Select and completeeither A or B and complete C)
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☒ A. The initial registered agent is an organization (cannot be entity named above) by the name of:
Corporation Service Company dba CSC - Lawyers Incorporating Service Company
OR
☐ B.The initial registered agent is an individual resident of the state whose name is set forth below:
| First Name | M.I. | Last Name | Suffix |
C. The business address of the registered agent and the registered office address is:
| 1964 South Alamo | San Antonio | TX | 78204 | |||
| Street Address | City | State | Zip Code |
Article 3—Governing Authority (Select and completeeither A or B and provide the name and address of each governing person.)
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☒ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
☐ B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)
IFINDIVIDUAL
| First Name | M.I. | Last Name | Suffix | |||||
| OR | ||||||||
| IFORGANIZATION | ||||||||
| Gulf States Supply LLC | ||||||||
| Organization Name | ||||||||
| ADDRESS OF GOVERNING PERSON | ||||||||
| c/o CRANC, Inc. 2635 E. Millbrook Rd | Raleigh | NC | USA | 27604 | ||||
| Street or Mailing Address | city | State | Country | Zip Code | ||||
Form 205
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NAME OF GOVERNINGPERSON(Enter the name of either an individual or an organization, but not both.) | ||||||||||||||
| IF INDIVIDUAL | ||||||||||||||
| First Name | M.I. | Last Name | Suffix | |||||||||||
| OR | ||||||||||||||
| IFORGANIZATION | ||||||||||||||
| ||||||||||||||
| Organization Name | ||||||||||||||
| ADDRESS OF GOVERNING PERSON | ||||||||||||||
| Street or Mailing Address | City | State | Country | Zip Code | ||||||||||
| NAME OF GOVERNING PERSON(Enter the name ofeither-an individual or an organization, but not both.) | ||||||||||||||
| IFINDIVIDUAL | ||||||||||||||
| First Name | M.I. | Last Name | Suffix | |||||||||||
| OR | ||||||||||||||
| IF ORGANIZATION | ||||||||||||||
| Organization Name | ||||||||||||||
| ADDRESS OF GOVERNING PERSON | ||||||||||||||
| Street or Mailing Address | City | State | Country | Zip Code | ||||||||||
Article 4 — Purpose
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The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.
Supplemental Provisions/Information
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Text Area: [The attached addendum, if any, is incorporated herein by reference.]
The converted entity is being formed pursuant to the plan of conversion.
On behalf of the converting entity:
Straus-Frank Enterprises Limited
2635 E. Millbrook Rd., Raleigh, NC 27604
a Texas limited partnership formed12-28-98.
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Form 205
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Organizer
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The name and address of the organizer:
John W. Gardner
| Name | ||||||
2635 E. Millbrook Rd | Raleigh | NC | 27604 | |||
Street or Mailing Address | City | State | Zip Code | |||
Effectiveness of Filing(Select either A, B, or C.)
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A. ☐ This document becomes effective when the document is filed by the secretary of state.
B. ☒ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:January 1, 2007 at 12:01 a.m.
C. ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
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The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
| Date:December 13, 2006 |
/s/ JOHN W. GARDNER |
| Signature of organizer |
| JOHN W. GARDNER |
Form 205
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Form 403 (Revised 01/06)
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512463-5555 FAX:512/463-5709 Filing Fee: $15 |
[Seal]
Certificate of Correction | This space reserved for office use.
FILED In the Office of the Secretary of State of Texas FEB 06 2007
Corporations Section |
Entity Information
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The name of the filing entity is:
Straus-Frank Enterprises LLC
State the name of the entity as currently shown in the records of the secretary of state. If the certificate of correction corrects the name of the entity, state the present name and not the name as it will be corrected.
The file number issued to the filing entity by the secretary of state is:0800750049
Filing Instrument to be Corrected
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The filing instrument to be corrected is : Certificate of Conversion
The date the filing instrument was filed with the secretary of state:Dec. 21, 2006
mm/dd/yyyy
Identification of Errors and Corrections (Indicate the errors that have been made by checking the appropriate box or boxes; then provide the corrected text.)
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☐ The entity name is inaccurate or erroneously stated. The corrected entity name is:
☐ The registered agent name is inaccurate or erroneously stated. The corrected registered agent name is:
Corrected Registered Agent
(Complete either A or B, but not both.)
A. The registered agent is an organization (cannot be entity named above) by the name of:
OR
B. The registered agent is an individual resident of the state whose name is:
First | Middle | Last Name | Suffix |
Form 403
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☒ The registered office address is inaccurate or erroneously stated. The corrected registered office address is:
Corrected Registered Office Address
701 Brazos Street, Suite 1050 | Austin | TX | 78701 | |||||||
Street Address (No P.O. Box) | City | State | Zip Code |
☐ The purpose of the entity is inaccurate or erroneously stated. The purpose is corrected to read as follows:
☐ The period of duration of the entity is inaccurate or erroneously stated.
The period of duration is corrected to read as follows:
Identification of Other Errors and Corrections
(Indicate the other errors and corrections that have been made by checking and completing the appropriate box or boxes.)
☐Other errors and corrections.The following inaccuracies and errors in the filing instrument are corrected as follows:
☐ Add Each of the following provisions was omitted and should be added to the filing instrument. The identification or reference of each added provision and the full text of the provision is set forth below.
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☐ Alter The following identified provisions of the filing instrument contain inaccuracies or errors to be corrected. The full text of each corrected provision is set forth below:
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☐ Delete Each of the provisions identified below was included in error and should be deleted.
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Form 403
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| ☐ Defective Execution The filing instrument was defectively or erroneously signed, sealed, acknowledged or verified. Attached is a correctly signed, sealed, acknowledged or verified instrument. |
Statement Regarding Correction
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The filing instrument identified in this certificate was an inaccurate record of the event or transaction evidenced in the instrument, contained an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged or verified. This certificate of correction is submitted for the purpose of correcting the filing instrument.
Effectiveness of Filing
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After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed except as to persons adversely affected. As to persons adversely affected by the correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed by the secretary of state.
Execution
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The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Date:1/4/06
/s/ James S. Felman |
James S. Felman, Asst. Sec. |
| Signature and title of authorized person (see instructions) |
Form 403
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| Office of the Secretary of State | Filed in the Office of the | |||
| Corporations Section | Secretary of State of Texas | |||
| [Seal] | P.O. Box 13697 | Filing #: 800750049 10/30/2009 | ||
| Austin, Texas 78711-3697 | Document #: 281719918971 | |||
| (Form 408) | Image Generated Electronically |
STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT
| 1. | The name of the entity represented is |
Straus-Frank Enterprises LLC
The entity’s filing number is 800750049
| 2. | The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.) |
701 Brazos, Suite 1050, Austin, TX 78701
| 3. | The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) |
211 E. 7th Street, Suite 620, Austin, TX 78701
| 4. | Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing. |
Date: 10/30/2009
Corporation Service Company d/b/aCSC-Lawyers Incorporating Service Company
| Name of Registered Agent |
/s/ John H. Pelletier |
| John H. Pelletier Asst. VP |
| Signature of Registered Agent |
FILING OFFICE COPY
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| Office of the Secretary of State | Filed in the Office of the | |||
| Corporations Section | Secretary of State of Texas | |||
| [Seal] | P.O. Box 13697 | Filing #: 800750049 5/27/2010 | ||
Austin, Texas 78711-3697 | Document #: 309668290004 | |||
(Form 503) | Image Generated Electronically | |||
| for Web Filing |
ASSUMED NAME CERTIFICATE
FOR FILING WITH THE SECRETARY OF STATE
1. The assumed name under which the business or professional service is or is to be conducted or rendered is:
CARQUEST AUTO PARTS
2. The name of the entity as stated in its certificate of formation, application for registration, or comparable document is:
Straus-Frank Enterprises LLC
3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated isTEXAS and the address of its registered or similar office in that jurisdiction is:211 E. 7th Street, Suite 620, Austin, TX, USA 78701-3218
4. The period, not to exceed 10 years, during which the assumed name will be used is:
05/27/2020
5. The entity is a:Domestic Limited Liability Company (LLC)
6. The entity’s principal office address in Texas is:
1964 South Alamo, San Antonio, TX, USA 78204
7. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:
8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are:
ALL COUNTIES
9. The undersigned, if acting in the capacity of anattorney-in-fact of the entity, certifies that the entity has duly authorized theattorney-in-fact in writing to execute this document. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
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Straus-Frank Enterprises LLC
Name of the entity
| By | /s/ J. Hines Johnson III, Manager |
Signature of officer, general partner, manager,
representative orattorney-in-fact of the entity
FILING OFFICE COPY
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Form 503 (Revised 09/13)
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512463-5555 FAX: 512463-5709 FilingFee: $25 | [Seal]
Assumed Name Certificate | This space reserved for office use.
FILED In the Office of the Secretary of State of Texas
JUL 14 2014
Corporations Section |
Assumed Name
1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is:Advance Auto Parts
Entity Information
2. The legal name of the entity filing the assumed name is:
Straus-Frank Enterprises LLC
State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.
3. The entity filing the assumed name is a: (Select the appropriate entity type below.)
| ☐ | For-profit Corporation | ☒ | Limited Liability Company | |||
| ☐ | Nonprofit Corporation | ☐ | Limited Partnership | |||
| ☐ | Professional Corporation | ☐ | Limited Liability Partnership | |||
| ☐ | Professional Association | ☐ | Cooperative Association | |||
| ☐ | Other | |||||
Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.
4. The file number, if any, issued to the entity by the secretary of state is:
5. The state, country, or other jurisdiction of formation of the entity is:Texas
6. The entity’s principal office address is:
| 5008 Airport Road | ||||||
| Street or Mailing Address | ||||||
| Roanoke | VA | USA | 24012 | |||
| City | State | Country | Postal or Zip Code | |||
Period of Duration
☒ 7a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.
OR
☐ 7b. The period during which the assumed name will be used is years from the date of filling with the secretary of state (not to exceed 10 years).
OR
☐ 7c. The assumed names will be used until (not to exceed 10 years).
mm/dd/yyyy
| Form 503 | 12 |
County or Counties in which Assumed Name Used
8. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:
| ☒ All counties |
| ☐ All counties with the exception of the following counties: | ||
| ||
| ☐ Only the following counties: |
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.
Date: July 10, 2014
/s/ Rachel E. Geiersbach |
| Rachel E. Geiersbach Asst. Secretary |
| Signature of a person authorized by law to sign on behalf of the identified entity (see instructions) |
Form 503
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Form 401
| [Seal] | ||||
| Secretary of State | Filed in the Office of the | |||
| P.O. Box 13697 | Secretary of State of Texas | |||
| Austin, TX 78711-3697 | Filing #: 800750049 07/10/2015 | |||
| FAX:512/463-5709 | Statement of Change of | Document #: 614811140007 | ||
| Registered Office/Agent | Image Generated Electronically | |||
| Filing Fee: See Instructions | for Web Filing |
Entity Information
The name of the entity is:
Straus-Frank Enterprises LLC
The file number issued to the entity by the secretary of state is:800750049
The registered agent and registered office of the entity as currently shown on the records of the secretary of state are:
Corporation Service Company dba CSC - Lawyers Incorporating Service Company 211 E. 7th Street, Suite 620, Austin, TX, USA 78701-3218
Change to Registered Agent/Registered Office
The following changes are made to the registered agent and/or office information of the named entity:
Registered Agent Change
☒ A. The new registered agent is an organization by the name of:
National Registered Agents, Inc.
OR
☐ B. The new registered agent is an individual resident of the state whose name is:
Registered Office Change
☒ C. The business address of the registered agent and the registered office address is changed to:
1999 Bryan St. Suite 900, Dallas, TX, USA 75201-3136
The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.
Consent of Registered Agent
☐ A. copy of the consent of registered agent is attached.
☒ B. The consent of the registered agent is maintained by the entity.
Statement of Approval
The change specified in this statement has been authorized by the entity in the manner required by the BOC or in the manner required by the law governing the filing entity, as applicable.
Effectiveness of Filing
☒ A. This document becomes effective when the document is filed by the secretary of state.
☐ B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
| Date:July 10, 2015 | /s/ Todd Svoboda |
Signature of authorized person(s)
FILING OFFICE COPY
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| Filed in the Office of the | ||||
| Office of the Secretary of State | Secretary of State of Texas | |||
| Corporations Section | Filing #: 800750049 10/13/2017 | |||
| [Seal] | P.O. Box 13697 | Document #: 766417730002 | ||
Austin, Texas 78711-3697 | Image Generated Electronically | |||
(Form 503) | for Web Filing |
ASSUMED NAME CERTIFICATE
FOR FILING WITH THE SECRETARY OF STATE
1. The assumed name under which the business or professional service is or is to be conducted or rendered is:
Worldquest
2. The name of the entity as stated in its certificate of formation, application for registration, or comparable document is:
Straus-Frank Enterprises LLC
3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated isTEXAS and the address of its registered or similar office in that jurisdiction is:1999 Bryan St. Suite 900, Dallas, TX, USA 75201-3136
4. The period, not to exceed 10 years, during which the assumed name will be used is:
10/13/2027
5. The entity is a:Domestic Limited Liability Company (LLC)
6. The entity’s principal office address is:
5008 Airport Road, Roanoke, VA, USA 24012
7. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:
8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are:
ALL COUNTIES
9. The undersigned, if acting in the capacity of anattorney-in-fact of the entity, certifies that the entity has duly authorized theattorney-in-fact in writing to execute this document. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
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Straus-Frank Enterprises LLC
Name of the entity
| By: | /s/ Rachel E. Geiersbach |
Signature of officer, general partner, manager,
representative orattorney-in-fact of the entity
FILING OFFICE COPY
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