Exhibit 3.1
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
FIRST: The undersigned, Thomas Connolly and Michael Koester, each of whose address is c/o Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022, with each being at least 18 years of age, do hereby form a corporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is:
5C Lending Partners Corp.
THIRD: The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force, including, without limitation or obligation, to engage in business as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”).
FOURTH: The address of the principal office of the Corporation in this State is c/o The Corporation Trust Incorporation, 2405 York Road, Suite 201, Baltimore County, Lutherville-Timonium, Maryland 21093.
FIFTH: The name and address of the resident agent of the Corporation are The Corporation Trust Incorporation, 2405 York Road, Suite 201, Baltimore County, Lutherville-Timonium, Maryland 21093. The resident agent is a Maryland corporation.
SIXTH: The total number of shares of stock which the Corporation has authority to issue is 5,000,000,000 shares of common stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having a par value is $5,000,000. The Board of Directors of the Corporation (the “Board” or “Board of Directors”), with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.
SEVENTH: The Corporation shall have a board of two directors unless the number is increased or decreased in accordance with the Bylaws of the Corporation. However, the number of directors shall never be less than the minimum number required by the Maryland General Corporation Law. The names of the initial directors are Thomas Connolly and Michael Koester.
EIGHTH: (a) The Corporation reserves the right to make any amendment to the charter, now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in the charter, of any shares of outstanding stock.
(b) The Board of Directors may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the Corporation.
(c) The Board of Directors may, by articles supplementary, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption of the stock.
NINTH: No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Directors may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the Board of Directors may deem advisable in connection with such issuance. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the Maryland General Corporation Law or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.
TENTH: To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers, subject to the 1940 Act, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act on this 13th day of October, 2023.
/s/ Thomas Connolly
Thomas Connolly
Incorporator
/s/ Michael Koester
Michael Koester
Incorporator