EX-3.05 4 a2213477zex-3_05.htm EX-3.05

Exhibit 3.05

 

Form 642
(Revised 05/11)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709

 

Filing Fee: See instructions

[Seal]

 

Certificate of Conversion

of a

Limited Partnership Converting

to a

Limited Liability Company

This space reserved for office use.

 

FILED

In the Office of the

Secretary of State of Texas

 

JAN 24 2013

Corporations Section

 

 

Converting Entity Information

 

The name of the converting limited partnership is: Allied Warranty L.P.

 

The jurisdiction of formation of the limited partnership is: Texas

 

The date of formation of the limited partnership is: 10/18/2004

 

The file number, if any, issued to the limited partnership by the secretary of state is: 800403756

 

Converted Entity Information

 

The limited partnership named above is converting to a limited liability company. The name of the limited liability company is: Allied Warranty LLC

 

The limited liability company will be formed under the laws of: Texas

 

Plan of Conversion

 

o  The plan of conversion is attached.

If the plan of conversion is not attached, the following section must be completed.

 

Alternative Statements

 

In lieu of providing the plan of conversion, the converting limited partnership certifies that:

 

1. A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the limited partnership is:

 

211 Carnegie Center

 

Princeton

 

NJ

 

USA

 

08540

 

Street or Mailing Address

 

City

 

State

 

Country

 

Zip Code

 

 

2. A signed plan of conversion will be on file after the conversion at the principal place of business of the limited liability company, the converted entity. The address of the principal place of business of the limited liability company is:

 

211 Carnegie Center

 

Princeton

 

NJ

 

USA

 

08540

 

Street or Mailing Address

 

City

 

State

 

Country

 

Zip Code

 

 

3. A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.

 

1


 

Certificate of Formation for the Converted Entity

 

If the converted entity is a Texas limited liability company, the certificate of formation of the Texas limited liability company must be attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.

 

Approval of the Plan of Conversion

 

The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.

 

Effectiveness of Filing (Select either A, B, or C.)

 

A. x This document becomes effective when the document is accepted and filed by the secretary of state.

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

 

 

 

Tax Certificate

 

x   Attached hereto is a certificate from the comptroller of public accounts that certifies that the converting entity is in good standing for purposes of conversion.

 

o    In lieu of providing the tax certificate, the limited liability company as the converted entity is liable for the payment of any franchise taxes.

 

Execution

 

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code to execute the filing instrument.

 

Date:

01/11/2013

 

 

 

 

 

Allied Home Warranty GP LLC, General Partner

 

 

 

/s/ Gaetan Frotte

 

Signature of authorized person (see instructions)

 

 

 

Gaetan Frotte, VP & Treasurer

 

Printed or typed name of authorized person

 

2


 

Form 205

(Revised 05/11)

 

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512 463-5709

Filing Fee: $300

[Seal]

 

Certificate of Formation

Limited Liability Company

This space reserved for office use.

 

FILED

In the Office of the

Secretary of State of Texas

 

JAN 24 2013

Corporations Section

 

Article 1 — Entity Name and Type

 

The filing entity being formed is a limited liability company. The name of the entity is: Allied Warranty LLC

 

The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

 

Article 2 — Registered Agent and Registered Office

(See instructions. Select and complete either A or B and complete C.)

 

x A. The initial registered agent is an organization (cannot be entity named above) by the name of: C T Corporation System

 

OR.

 

o B. The initial registered agent is an individual resident of the state whose name is set forth below:

 

 

 

 

 

 

 

 

 

First Name

 

M.I.

 

Last Name

 

Suffix

 

 

C. The business address of the registered agent and the registered office address is:

 

350 N. St. Paul Street Suite 2900

 

Dallas

 

TX

 

75201-4234

 

Street Address

 

City

 

State

 

Zip Code

 

 

Article 3—Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

 

o A.  The limited liability company will have managers. The name and address of each initial manager are set forth below.

 

x B.  The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

 

GOVERNING PERSON 1

 

NAME (Enter the name of either an individual or an organization, but not both.)

 

IF INDIVIDUAL

 

 

 

First Name

M.I.

Last Name

Suffix

 

OR

 

IF ORGANIZATION

 

NRG Home Solutions LLC

 

Organization Name

 

ADDRESS

 

211 Carnegie Center, Princeton, NJ 08540

 

 

 

 

 

 

Street or Mailing Address

City

State    Country    Zip Code

 

1


 

GOVERNING PERSON 2

NAME (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

 

First Name

M.I.

Last Name

Suffix

OR

IF ORGANIZATION

 

Organization Name

ADDRESS

 

Street or Mailing Address 

City

State    Country    Zip Code

 

 

 

GOVERNING PERSON 3

NAME (Enter the name of either an individual or an organization, but not both.)

IF INDIVIDUAL

 

First Name

M.I.

Last Name

Suffix

OR

IF ORGANIZATION

 

Organization Name

ADDRESS

 

Street or Mailing Address

City

State    Country    Zip Code

 

Article 4 — Purpose

 

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

 

Supplemental Provisions/Information

 

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

 

The limited liability company is being formed pursuant to a plan of conversion; and

 

The name, address, prior form of organization and its date of formation and jurisdiction of formation of the converting entity is as follows:

 

Allied Warranty LP, Texas Limited Partnership

Formed on October 18, 2004

211 Carnegie Center, Princeton, NJ 08540

 

2


 

Organizer

 

The name and address of the organizer:

 

 

 

 

 

 

Gaetan Frotte

 

 

 

 

 

 

Name

 

 

 

 

 

 

211 Carnegie Center, Princeton

 

 

 

NJ

 

08540

Street or Mailing Address

 

City

 

State

 

Zip Code

 

Effectiveness of Filing (Select either A, B, or C.)

 

A. x This document becomes effective when the document is filed by the secretary of state.

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

C. o This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

 

 

Execution

 

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

 

Date:

1/22/13

 

 

 

 

 

/s/ Gaetan Frotte

 

Signature of organizer

 

 

 

Gaetan Frotte

 

Printed or typed name of organizer

 

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