Exhibit 3.12 Delaware Page 1 -------------- The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "FPL RECOVERY FUNDING LLC", FILED IN THIS OFFICE ON THE SIXTH DAY OF MARCH, A.D. 2007, AT 3:59 O'CLOCK P.M. 4249278 8100 /s/ Harriet Smith Windsor 070285812 ------------------------------------------ Harriet Smith Windsor, Secretary of State AUTHENTICATION: 5485088 DATE: 03-07-07 Delaware Page 1 -------------- The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "FPL RECOVERY FUNDING LC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SEVENTH DAY OF MARCH, A.D. 2007. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN ASSESSED TO DATE. 4249278 8300 /s/ Harriet Smith Windsor 070285812 ------------------------------------------ Harriet Smith Windsor, Secretary of State AUTHENTICATION: 5485089 DATE: 03-07-07 State of Delaware Secretary of State Division of Corporations Delivered 03:59 PM 03/06/2007 FILED 03:59 PM 03/06/2007 SRV 070285812 - 4249278 FILE CERTIFICATE OF FORMATION OF FPL RECOVERY FUNDING LLC This Certificate of Formation of FPL Recovery Funding LLC (the "Company") is being executed and filed by Edward F. Tancer, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. ss. 18-101, et seq.). 1. The name of the limited liability company is FPL Recovery Funding LLC. 2. The address of the registered office of the Company in the State of Delaware is located at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The registered agent of the Company located at such address is The Corporation Trust Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of FPL Recovery Funding LLC as of this 6th day of March, 2007. ---------------------- Edward F. Tancer Authorized Person Division of Corporations - Name Reservation - Name Reservation Status Page 1 of 1 Frequently Asked Questions Entity Search Name Reservation Status Logout - -------------------------- ------------- ----------------------- ------ - -------------------------------------------------------------------------------- Name Reservation Status - -------------------------------------------------------------------------------- Reservation Entity Name Entity Type Cost Status Expiration Date No. (mm/dd/yyyy) 4249278 FPL RECOVERY FUNDING LLC LIMITED LIABILITY 75.00 RESERVED 03/09/2007 COMPANY (LLC) SRV Number - 061030687 - ---------------------- Payment Type - Credit Card - -------------------------- Card Number - ************3467 Card Type - VI Credit Card Reference Number - 110906161654628 Amount Charged - $75.00