1
EXHIBIT 3.3
C&S 401 (3/96) 096A#5303 0923 ORG&FI $12.50
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
& LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
SEP 20 1996 FILED
SEP 20 1996
ADMINISTRATOR
Name Michael B. Lewis, Esq. MI DEPARTMENT OF CONSUMER &
Kerr, Russell and Weber, P.L.C. INDUSTRY SERVICES CORPORATION,
SECURITIES & LAND DEVELOPMENT BUREAU
Address Suite 2500, Detroit Center
500 Woodward Avenue
City State Zip
Detroit Michigan 48226 EFFECTIVE DATE:
Document will be returned to the name and address you enter above.
CERTIFICATE OF LIMITED PARTNERSHIP L19-189
For use by Domestic Limited Partnerships -------
(Please read information and instructions on last page)
Pursuant to the provisions of Act 213, Public Acts of 1982, the undersigned
person(s) execute the following Certificate:
SECTION 1
The name of the limited partnership is: LDM Canada Limited Partnership
SECTION 2
The general character of its business is: to acquire investments of all
kinds, to invest and reinvest distributions and proceeds therefrom and to
carry on all other activities which are incident to or related to the
foregoing.
SECTION 3
a. The address of the office at which the limited partnership records are
kept is:
2500 Executive Hills Drive, Auburn Hills, Michigan 48236
b. The name of the agent for service of process is: Richard J. Nash
c. The address of the agent for service of process is:
2500 Executive Hills Drive, Auburn Hills, Michigan 48236
SECTION 4
The power of a limited partner to grant the right to become a limited partner
to an assignee of any part of the partnership interest, and the terms and
conditions of the power, are as follows:
The limited partner does not have the power to grant the right to
become a limited partner to any assignee of the partnership interest.
The limited partner does not have the right to transfer, sell, pledge,
assign, encumber, hypothecate, or distribute a limited partnership
interest without the prior written consent of the general partner in
compliance with the provisions of a right of first refusal granting an
option to the other partners to purchase the limited partnership
interest which is desired to be sold, acquired or transferred ("right
of first refusal").
12.50 CK 34832
SEAL APPEARS ONLY ON ORIGINAL
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SECTION 5
a. Describe the times, or events when a GENERAL PARTNER may terminate
membership in the limited partnership, and the terms and conditions of the
termination.
The general partner may terminate membership in the limited
partnership at any time, and automatically upon the death,
bankruptcy, insanity or incompetence of the general partner.
In such case, the interest of such general partner shall become a
limited partnership interest.
b. Describe the times or events when a LIMITED PARTNER may terminate
membership in the limited partnership. Include the amount or the method of
determining, any distribution the limited partner is entitled to receive
upon termination of their membership.
A limited partner may not terminate membership in the limited
partnership except upon a sale of such membership interest with
the express consent of the general partner and compliance
with the right of first refusal, or upon dissolution, winding up
and liquidation of the limited partnership as described in
Section 8 hereof.
SECTION 6
The right of the limited partner to receive distributions of property, including
cash, from the limited partnership, other than indicated in 5(b), is:
The amount and timing of all distributions of cash and/or
property are determined solely by the general partner. The
limited partner is entitled to receive 99% of all cash and other
property that may be distributed by the limited partnership, in
accordance with the terms and conditions of the limited
partnership agreement.
SECTION 7
The right of the limited partner to receive, or a general partner to make to
a limited partner, distributions of property, which include a return of all or
any part of the limited partner's contribution, other than indicated in 5(b),
is:
The general partner has the right, in the sole discretion of
the general partner, to make any distribution to the limited
partner which may constitute a return of capital. The limited
partner has no right to a return of part or all of the limited
partner's capital contribution.
SECTION 8
The times or events at which the limited partnership is to be dissolved and its
affairs wound up are:
Upon the expiration of the term of the limited partnership
agreement on December 31, 2036, or upon any other event
causing the dissolution of the limited partnership under the
Michigan Revised Uniform Limited Partnership Act, unless the
limited partnership is reconstituted and/or continued as
permitted under said Act or the limited partnership agreement.
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SECTION 9
The right of the remaining general partner(s) to continue the business upon
the event of withdrawal of a general partner is:
N/A. The limited partnership has one (1) general partner. Upon withdrawal
of the general partner, the limited partner may reconstitute the limited
partnership by appointing a substitute general partner as permitted under
the Michigan Revised Uniform Limited Partnership Act or the limited
partnership agreement.
SECTION 10
Enter any other matters the partners may desire to include. If additional
space is required, attach Supplement O. Attached are none page(s) of
Supplement O.
Disclaimer: The summary of the provisions of the limited partnership
agreement referred to in this Certificate is incomplete and must be
reviewed in connection with other provisions of the agreement dealing with
related subjects. The limited partnership agreement should be carefully
reviewed to eliminate any errors, omissions, misinterpretations or improper
construction of the provisions of this Certificate. The limited
partnership agreement shall control any conflicts between such agreement
and this Certificate.
SECTION 11
Complete one section for each partner (general or limited). General partners
must be listed first followed by limited partners.
Item 1 - The type of partner must be either general or limited. The
Certificate must include a definition of the title classification
for any partner identified as other than only general or limited.
Item 2 - Partner names of individuals must appear in the last name, first
name, middle initial sequence. Partner names of trusts should be
the trust name excluding the name of the trust or trustees.
Item 3 - Indicate the business or residence address of the partner. The
address should include the street number and name, city state and
ZIP code.
ITEMS 4 & 5 - LIMITED PARTNERS ONLY - ONE OR BOTH MUST BE COMPLETED
Item 4 - If applicable, indicate the amount of cash previously
contributed. If contributions have been made in the form of
property or services, indicate the agreed dollar value of the
contribution in the "other $_____" space and complete Item 6.
Item 5 - If applicable, indicate the amount of cash to be contributed in
the future and complete Item 7. If there are future
contributions in the form of property or services, indicate the
agreed dollar value of the contribution in the "other
$______" space and complete Items 6 and 7.
Item 8 - This certificate must be signed and dated by all partners
(general and limited) named in the certificate. Identify the
person or persons signing on behalf of a trust as trustee. A
partner may sign by attorney in fact.
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SECTION 11
1. Type of Partner 2. Partner Name (see instructions for Section 11, Item 2)
x General
--- LDM Holding Canada, Inc.
Limited
---
3. Address (No., Street, City, State, ZIP Code)
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
4. Contributions Previously Made (Limited Partners Only) 5. Future Contributions to be Made (Limited Partners Only)
Cash $ 100 Other $ Cash $ Other $
-------- ---------- -------- ----------
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
None
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
None
8. Signature Michael B. Lewis, Assistant Secretary Michael B. Lewis 9. Date
Assistant Secretary 9/20/96
- -----------------------------------------------------------------------------------------------------------------------
1. Type of Partner 2. Partner Name (see instructions for Section 11, Item 2)
General
--- LDM Industries Inc.
x Limited
---
3. Address (No., Street, City, State, ZIP Code)
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
4. Contributions Previously Made (Limited Partners Only) 5. Future Contributions to be Made (Limited Partners Only)
Cash $ 9,900 Other $ None Cash $ None Other $ None
-------- ---------- -------- ----------
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
N/A
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
N/A
8. Signature Michael B. Lewis, Assistant Secretary Michael B. Lewis 9. Date
Assistant Secretary 9/20/96
- -----------------------------------------------------------------------------------------------------------------------
1. Type of Partner 2. Partner Name (see instructions for Section 11, Item 2)
General
---
Limited
---
3. Address (No., Street, City, State, ZIP Code)
4. Contributions Previously Made (Limited Partners Only) 5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $ Cash $ Other $
-------- ---------- -------- ----------
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
8. Signature 9. Date
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C&S 402 (1/96)
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
- -----------------------------------------------------------------------------------------------------------------------------
Date Received
Dec 10 1996 (FOR BUREAU USE ONLY)
- ------------------------------------
FILED
- -------------------------------------------------------------- Dec 10 1996
Name Michael B. Lewis, Esq.
Kerr, Russell and Weber, P.L.C. Administrator
- -------------------------------------------------------------- MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Address Suite 2500, Detroit Center CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
500 Woodward Avenue
- -------------------------------------------------------------- EFFECTIVE DATE:
City State Zip
Detroit Michigan 48226
- ---------------------------------------------------------------------------------------------------------------------------
Document will be returned to the name and address you enter above
RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
For use by Domestic Limited Partnerships
(Please read information and instructions on last page)
Pursuant to the provisions of Act 213, Public Acts of 1982,
the undersigned person(s) execute the following Certificate:
A. The present name of the limited partnership is: LDM Canada Limited
Partnership
B. The limited partnership number assigned by the Bureau is: L19-189
C. The former name(s) of the limited partnership are: N/A
D. The date the original Certificate of Limited Partnership was filed is:
September 20, 1996
E. The name and address of the office or agency with which the original
Certificate of Limited Partnership was filed is: Michigan Department
of Consumer and Industry Services - Corporation, Securities & Land
Development Bureau, 6546 Mercantile Way, Lansing, Michigan 48910
The following Restated Certificate of Limited Partnership supersedes
the original Certificate of Limited Partnership, as amended, and shall be the
Certificate of Limited Partnership for the Limited Partnership:
SECTION 1
The name of the limited partnership is: LDM Canada Limited Partnership
SECTION 2
The general character of its business is: to acquire investments of all kinds,
to invest and reinvest distributions and proceeds therefrom and to carry on
all other activities which are incident to or related to the foregoing.
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SECTION 3
a. The address of the office at which the limited partnership records are kept
is:
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
b. The name of the agent for service of process is: Richard J. Nash
c. The address of the agent for service of process is: 2500 Executive Hills
Drive, Auburn Hills, Michigan 48326
SECTION 4
The power of a limited partner to grant the right to become a limited partner
to an assignee of any part of the partnership interest, and the terms and
conditions of the power, are as follows:
A Limited Partner does not have the power to grant the right to become a
limited partner to any assignee of the partnership interest. The Limited
Partner does not have the right to transfer, sell, pledge, assign, encumber,
hypothecate, or distribute a limited partnership interest without the prior
written consent of the General Partner in compliance with the provisions of a
right of first refusal granting an option to the other partners to purchase the
limited partnership interest which it desires to be sold, acquired or
transferred ("Right of First Refusal").
SECTION 5
a. Describe the times, or events when a GENERAL PARTNER may terminate
membership in the limited partnership, and the terms and conditions of the
termination.
The General Partner may terminate membership in the Limited Partnership at
any time, and automatically on the death, bankruptcy, insanity or
incompetence of the General Partner. In such case, the interest of such
General Partner shall become a limited partnership interest.
b. Describe the times, or events when a LIMITED PARTNER may terminate
membership in the limited partnership. Include the amount or method of
determining any distribution the limited partner is entitled to receive
upon termination of their membership.
A Limited Partner may not terminate membership in the Limited Partnership
except upon a sale of such membership interest with the express consent of
the General Partner in compliance with the Right of First Refusal, or upon
dissolution, winding up and liquidation of the Limited Partnership as
described in Section 8.
SECTION 6
The right of a Limited Partner to receive distributions of property, including
cash, from the Limited Partnership, other than indicated in 5(b), is:
The amount and timing of all distributions of cash and/or property are
determined solely by the General Partner. The Limited Partner is entitled to
receive 97% of all cash and other property that may be distributed by the
Limited Partnership, in accordance with the terms and conditions of the Limited
Partnership Agreement.
SECTION 7
The right of a limited partner to receive, or a general partner to make a
limited partner, distributions of property, which include a return of all or
any part of the limited parnter's contribution, other than indicated in 5(b),
is:
The General Partner has the right and in the sole discretion of the General
Partner to make any distributions to the Limited Partner which may constitute a
return of capital. The Limited Partner has no right to a return of part or all
of the Limited Partner's capital contribution.
SEAL APPEARS ONLY ON ORIGINAL
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SECTION 8
The times or events at which the limited partnership is to be dissolved and
its affairs wound up, are:
On the expiration of the term of the Limited Partnership Agreement on December
31, 2036, or upon any other event causing dissolution of the Limited
Partnership under the Michigan Revised Uniform Limited Partnership Act, unless
the Limited Partnership is reconstituted and/or constituted as permitted under
said Act or the Limited Partnership Agreement.
SECTION 9
The right of the remaining general partner(s) to continue the business upon the
event of withdrawal of a general partner is:
N/A. The Limited Partnership has only one General Partner. Upon withdrawal of
the General Partner, the Limited Partner may reconstitute the Limited
Partnership by appointing a substitute General Partner as permitted under the
Michigan Revised Uniform Limited Partnership Act 6 or the Limited Partnership
Agreement.
SECTION 10
Enter any other matters the partners may desire to include. If additional space
is required, attach Supplement O. Attached are -0- page(s) of Supplement O.
Disclaimer: The summary of the provisions of the Limited Partnership Agreement
referred to in this Certificate is incomplete and must be reviewed in
connection with other provisions of the Limited Partnership Agreement dealing
with related subjects. The Limited Partnership Agreement should be carefully
reviewed to eliminate any errors, omissions, misinterpretations or improper
construction of the provisions of this Certificate. The Limited Partnership
Agreement shall control any conflicts between such Agreement and the
Certificate.
SECTION 11
Complete one section for each partner (general or limited). General partners
must be listed first followed by limited partners.
Item 1 - The type of partner must be either general or limited.
Item 2 - Partner names of individuals must appear in the last name,
first name, middle initial sequence. Partner names of trusts should be
the trust name excluding the name of the trustee or trustees.
Item 3 - Indicate the business or residence address of the partner. The
address should include the street number and name, city state and ZIP
code.
ITEMS 4 & 5 - LIMITED PARTNERS ONLY - ONE OR BOTH MUST BE COMPLETED
Item 4 - If applicable, indicate the amount of cash previously
contributed. If contributions have been made in the form of property or
services indicate the agreed dollar value of the contribution in the
"other $____" space and complete Item 6.
Item 5 - If applicable, indicate the amount of cash to be contributed
in the future and complete Item 7. If there are future contributions
in the form of property or services, indicate the agreed dollar value
of the contribution in the "other $____" space and complete Items 6
and 7.
Item 8 - This certificate must be signed and dated by a general
partner, all new partners, and all limited partners whose contributions
have increased. Identify the person or persons signing on behalf of a
trust as "trustee". A partner may sign by attorney in fact.
SEAL APPEARS ONLY ON ORIGINAL
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SECTION 11
- -----------------------------------------------------------------------------------------------------------------------------------
1. Type of Partner 2. Partner Name (Last, First, Middle Initial)
X General LDM Holdings, L.L.C.
---
Limited
---
- ------------------------------------------------------------------------------------------------------------------------------------
3. Address (No., Street, City, State, ZIP Code)
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
- -----------------------------------------------------------------------------------------------------------------------------------
4. Contributions Previously Made (Limited Partners Only) 5. Future Contributions to be Made (Limited Partners Only)
Cash $ 300 Other $ Cash $ Other $
--------- ---------- ------------- -------------
- -----------------------------------------------------------------------------------------------------------------------------------
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
None
- -----------------------------------------------------------------------------------------------------------------------------------
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
None
- -----------------------------------------------------------------------------------------------------------------------------------
8. Signature 9. Date
LDM Technologies, Inc.
Its Member
Michael B. Lewis
-------------------------------------
By: Michael B. Lewis 12/9/96
Its: Assistant Secretary
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
1. Type of Partner 2. Partner Name (Last, First, Middle Initial)
General LDM TECHNOLOGIES, INC., f/k/a LDM INDUSTRIES, INC.
---
X Limited
---
- -----------------------------------------------------------------------------------------------------------------------------------
3. Address (No., Street, City, State, ZIP Code)
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
- -----------------------------------------------------------------------------------------------------------------------------------
4. Contributions Previously Made (Limited Partners Only) 5. Future Contributions to be Made (Limited Partners Only)
Cash $9,700 Other $ Cash $ Other $
--------- ---------- ------------- -------------
- -----------------------------------------------------------------------------------------------------------------------------------
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
None
- -----------------------------------------------------------------------------------------------------------------------------------
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
None
- -----------------------------------------------------------------------------------------------------------------------------------
8. Signature 9. Date
Michael B. Lewis, Assistant Secretary 12/9/96
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
1. Type of Partner 2. Partner Name (Last, First, Middle Initial)
General
---
Limited
---
- -----------------------------------------------------------------------------------------------------------------------------------
3. Address (No., Street, City, State, ZIP Code)
- -----------------------------------------------------------------------------------------------------------------------------------
4. Contributions Previously Made (Limited Partners Only) 5. Future Contributions to be Made (Limited Partners Only)
Cash $ Other $ Cash $ Other $
--------- ---------- ------------- -------------
- -----------------------------------------------------------------------------------------------------------------------------------
6. Description of Contributions Other than Cash: (Include all property or services contributed or to be contributed)
- -----------------------------------------------------------------------------------------------------------------------------------
7. Times or Events Requiring Future Contributions: (Cash, Property or Services)
- -----------------------------------------------------------------------------------------------------------------------------------
8. Signature 9. Date
- -----------------------------------------------------------------------------------------------------------------------------------
SEAL APPEARS ONLY ON ORIGINAL