1
Exhibit 3.1
CANADA BUSINESS
CORPORATIONS ACT
FORM 1
ARTICLES OF INCORPORATION
(SECTION 6)
1 - NAME OF CORPORATION
CliniChem Development Inc.
2 - THE PLACE IN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED
Metropolitan Region of Montreal, Province of Quebec.
3 - THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE
An unlimited number of common shares.
THE COMMON SHARES SHALL HAVE ATTACHED THERETO THE FOLLOWING RIGHTS,
PRIVILEGES, RESTRICTIONS AND CONDITIONS:
1 - Each common share shall entitle the holder thereof to one (1) vote at
all meetings of the shareholders of the Corporation.
2 - The holders of the common shares shall be entitled to receive during
each year, as and when declared by the board of directors, dividends
payable in money, property or by the issue of fully paid shares of the
capital of the Corporation.
3 - In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of
assets of the Corporation among shareholders for the purpose of winding-up
its affairs, the holders of the common shares shall be entitled to receive
the remaining property of the Corporation.
4 - RESTRICTIONS, IF ANY, ON SHARE TRANSFERS
No share in the share capital of the Corporation shall be transferred nor
shall it be assigned without the approval of the directors certified by a
resolution of the board of directors.
5 - NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS
A minimum of one (1) director and a maximum of fifteen (15) directors.
6 - RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON
None.
7 - OTHER PROVISIONS, IF ANY
(1) The number of the shareholders of the Corporation is limited to fifty
(50), exclusive of present or former employees of the Corporation or of
a subsidiary of the Corporation, two (2) or more persons holding one (1)
or more shares jointly being counted as a single shareholder;
(2) any distribution of securities to the public or invitation to the
public to subscribe for the Corporation's securities is prohibited; and
(3) the directors may appoint one or more directors, who shall hold
office for a term expiring no later than the close of the next annual
meeting of shareholders, but the total number of directors so appointed
may not exceed one third ( ) of the number of directors elected at the
previous annual meeting of shareholders.
8 - INCORPORATORS
Name Address
Jean Marc Huot 1155 Rene-Levesque Boulevard West
40th Floor
Montreal, Quebec
H3B 3V2
DATE SIGNATURE
January 30, 1998
_____________________
Jean Marc Huot
TITLE
Incorporator
____________________________________________________________________________
FOR DEPARTMENTAL USE ONLY
Corporation No. Filed
2
CANADA BUSINESS
CORPORATIONS ACT
FORM 3
NOTICE OF REGISTERED OFFICE OR
NOTICE OF CHANGE OF REGISTERED
OFFICE
(SECTION 19)
1 - NAME OF CORPORATION
CliniChem Development Inc.
2 - CORPORATION NO.
3 - PLACE IN CANADA WHERE THE REGISTERED OFFICE IS SITUATED
Metropolitan Region of Montreal, Province of Quebec.
4 - ADDRESS OF THE REGISTERED OFFICE
275 Armand-Frappier Boulevard
Laval, Quebec
H7V 4A7
5 - EFFECTIVE DATE OF CHANGE
Not applicable.
6 - PREVIOUS ADDRESS OF THE REGISTERED OFFICE
Not applicable.
DATE SIGNATURE
______________________________
January 30, 1998 Jean Marc Huot
TITLE
Incorporator
________________________________________________________________________________
Filed
3
CANADA BUSINESS
CORPORATIONS ACT
FORM 6
NOTICE OF DIRECTORS OR
NOTICE OF CHANGE OF DIRECTORS
(SECTIONS 106 AND 113)
1 - NAME OF CORPORATION
CliniChem Development Inc.
2 - CORPORATION NO.
3 - THE FOLLOWING PERSONS BECAME DIRECTORS OF THIS CORPORATION
Effective date: Not applicable.
Name
Residential address
OCCUPATION
Resident Canadian - Y/N
4 - THE FOLLOWING PERSONS CEASED TO BE DIRECTORS OF THIS CORPORATION
Effective date: Not applicable.
Name
Residential address
5 - THE DIRECTORS OF THIS CORPORATION NOW ARE
Name Jean Marc Huot
Residential address 11 Douglas Avenue
Westmount, Quebec
H3Y 1V5
OCCUPATION Lawyer
Resident Canadian - Y/N Y
DATE SIGNATURE
January 30, 1998
___________________________________
Jean Marc Huot
TITLE
Incorporator
_______________________________________________________________________________
Filed