EXHIBIT 3.1
Delaware PAGE 1
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The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY "RIDGEWOOD ENERGY S FUND, LLC" 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 TENTH DAY OF MAY, A.D. 2006.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN
ASSESSED TO DATE.
/s/ Harriet Smith Windsor
[SEAL] -------------------------
Harriet Smith Windsor, Secretary of State
4080170 8300 AUTHENTICATION: 4736468
060443891 DATE: 05-10-06
Delaware PAGE 1
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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
AMENDMENT OF "RIDGEWOOD ENERGY S FUND, LLC", FILED IN THIS OFFICE ON THE EIGHTH
DAY OF MARCH, A.D. 2006, AT 8:08 O'CLOCK P.M.
/s/ Harriet Smith Windsor
[SEAL] -------------------------
Harriet Smith Windsor, Secretary of State
4080170 8100 AUTHENTICATION: 4582059
060230041 DATE: 03-10-06
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:36 PM 03/08/2006
FILED 08:08 PM 03/08/2006
SRV 060230041 - 4080170 FILE
State of Delaware
Certificate of Correction
of a Limited Liability Company
to be filed pursuant to Section 18-211(a)
5. The name of the Limited Liability Company is Ridgewood Energy S Fund,
LLC.
6. That a Certificate of Formation was filed by the Secretary of State of
Delaware on the 19th Day of December, 2005, and that said Certificate
requires correction as permitted by Section 18-211 of the Limited
Liability Company Act.
7. The inaccuracy or defect of said Corporation is: Paragraph 2
identifies the wrong registered agent.
8. The Certificate is hereby corrected to read as follows:
"1. The name of the limited liability company is Ridgewood Energy S
Fund, LLC.
4. The address of its registered office in the State of Delaware is
Christiana Corporate Services, Inc., 1314 King Street, in the
City of Wilmington, County of New Castle. The name of its
registered agent at such address is Christiana Corporate
Services.
5. Pursuant to Section 18-215(b) of the Delaware Limited Liability
Company Act, 6 Del. C. ss. 18-101 et seq., the debts,
liabilities, obligations and expenses incurred by, contracted
for or otherwise existing with respect to a particular series of
the Company, whether such series is now authorized and existing
pursuant to the Limited Liability Company Agreement of the
Company or is hereafter authorized and existing pursuant to the
Limited Liability Company Agreement, shall be enforceable
against the assets associated with that series thereof, and none
of the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to the Company
generally or any other series thereof shall be enforceable
against the assets of such series."
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Correction on the 7th day of March, 2006.
/s/ Kathleen McSherry
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Kathleen McSherry, Authorized Person
Delaware PAGE 1
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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 "RIDGEWOOD ENERGY S FUND, LLC", FILED IN THIS
OFFICE ON THE NINETEENTH DAY OF DECEMBER, A.D. 2005, AT 8:06 O'CLOCK P.M.
/s/ Harriet Smith Windsor
[SEAL] -------------------------
Harriet Smith Windsor, Secretary of State
4080170 8100 AUTHENTICATION: 4390551
051039145 DATE: 12-20-05
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:15 PM 12/19/2005
FILED 08:06 PM 12/19/2005
SRV 051039145 - 4080170 FILE
CERTIFICATE OF FORMATION
OF
RIDGEWOOD ENERGY S FUND, LLC
1. The name of the limited liability company is Ridgewood Energy S Fund,
LLC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The name of its registered agent at such
address is The Corporation Trust Company.
3. Pursuant to Section 18-215(b) of the Delaware Limited Liability
Company Act, 6 Del.C. ss. 18-101 et seq., the debts, liabilities,
obligations and expenses incurred by, contracted for or otherwise
existing with respect to a particular series of the Company, whether
such series is now authorized and existing pursuant to the Limited
Liability Company Agreement of the Company or is hereafter authorized
and existing pursuant to the Limited Liability Company Agreement,
shall be enforceable against the assets associated with that series
thereof, and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the
Company generally or any other series thereof shall be enforceable
against the assets of the such series.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Ridgewood Energy S Fund, LLC this 13th day of December, 2006.
By /s/ Kathleen McSherry
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Kathleen McSherry, Authorized Person
CERTIFICATE OF FORMATION
OF
RIDGEWOOD ENERGY S FUND, LLC
1. The name of the limited liability company is Ridgewood Energy S Fund,
LLC.
2. The address of its registered office in the State of Delaware is
Christiana Bank & Trust Company, 1314 King Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.
3. Pursuant to Section 18-215(b) of the Delaware Limited Liability
Company Act, 6 Del. C. ss. 18-101 et seq., the debts, liabilities,
obligations and expenses incurred by, contracted for or otherwise
existing with respect to a particular series of the Company, whether
such series is now authorized and existing pursuant to the Limited
Liability Company Agreement of the Company or is hereafter authorized
and existing pursuant to the Limited Liability Company Agreement,
shall be enforceable against the assets associated with that series
thereof, and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the
Company generally or any other series thereof shall be enforceable
against the assets of the such series.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Ridgewood Energy S Fund, LLC this 13th day of December, 2005.
By Kathleen McSherry
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Kathleen McSherry, Authorized Person