EX1A-2A CHARTER 3 exhibit2-1.htm EXHIBIT 1A-2.1 Hess Legal Counsel: Exhibit 2.1 - Filed by newsfilecorp.com
Wyoming Secretary of State
Herschler Bldg East, Ste.100 & 101

Cheyenne, WY 82002-0020
Ph. 307-777-7311
For Office Use Only
WY Secretary of State
FILED: Mar 25 2021 1:12PM
Original ID: 2021-000991660
     

Profit Corporation

Articles of Incorporation

I. The name of the profit corporation is:

Frontieras North America

II. The name and physical address of the registered agent of the profit corporation is:

Capital Administrations LLC

1712 Pioneer Ave Ste 115
Cheyenne, WY 82001

III. The mailing address of the profit corporation is:

1712 Pioneer Ave Ste 500

Cheyenne, WY 82001

IV. The principal office address of the profit corporation is:

1712 Pioneer Ave Ste 500

Cheyenne, WY 82001

V. The number, par value, and class of shares the profit corporation corporation will have the authority to issue are:

Number of Common Shares: 250,000,000 Common Par Value: $0.0001
Number of Preferred Shares: 0 Preferred Par Value: $0.0000

VI. The name and address of each incorporator is as follows:

Capital Administrations, LLC

1712 Pioneer Ave Ste 115, Cheyenne, WY 82001

VII. Additional Article:

All, or a portion of, the shares of the Corporation may be represented by share certificates in the form of certificate tokens. The electronic message, command or transaction that transmits the certificate tokens to the data address to which a certificate token was issued shall be authorized at the time of issuance by one (1) or more messages, commands or transactions signed with the network signature of two (2) officers designated in the Bylaws or by the Board of Directors of the Corporation.

VIII. Additional Article:

The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

IX. Additional Article:

The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of the Corporation, providing that the number of directors shall not be reduced to fewer than one (1).

The name and post office address of the first Board of Directors shall be three (3) in number and listed as follows:

Matthew McKean-1712 Pioneer Ave Ste 500, Cheyenne, WY 82001


Douglas Remy-1712 Pioneer Ave Ste 500, Cheyenne, WY 82001

Joseph A. Witherspoon-1712 Pioneer Ave Ste 500, Cheyenne, WY 82001

X. Additional Article:

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

Signature: Jasmine James Date: 03/25/2021
Print Name: Jasmine James  
Title: Incorporator  
Email: tax@wyomingcompany.com  
Daytime Phone #: (307) 632-3333  


Wyoming Secretary of State
Herschler Bldg East, Ste.100 & 101

Cheyenne, WY 82002-0020
Ph. 307-777-7311

 

 I am the person whose signature appears on the filing; that I am authorized to file these documents on behalf of the business entity to which they pertain; and that the information I am submitting is true and correct to the best of my knowledge.

 I am filing in accordance with the provisions of the Wyoming Business Corporation Act, (W.S. 17-16-101 through 17- 16-1804) and Registered Offices and Agents Act (W.S. 17-28-101 through 17-28-111).

 I understand that the information submitted electronically by me will be used to generate Articles of Incorporation that will be filed with the Wyoming Secretary of State.

 I intend and agree that the electronic submission of the information set forth herein constitutes my signature for this filing.

 I have conducted the appropriate name searches to ensure compliance with W.S. 17-16-401.

 I affirm, under penalty of perjury, that I have received actual, express permission from each of the following incorporators to add them to this business filing: Capital Administrations, LLC

Notice Regarding False Filings: Filing a false document could result in criminal penalty and

prosecution pursuant to W.S. 6-5-308.

W.S. 6-5-308. Penalty for filing false document.

(a) A person commits a felony punishable by imprisonment for not more than two (2) years, a fine of not more than two thousand dollars ($2,000.00), or both, if he files with the secretary of state and willfully or knowingly:

(i) Falsifies, conceals or covers up by any trick, scheme or device a material fact;

(ii) Makes any materially false, fictitious or fraudulent statement or representation; or

(iii) Makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry.

 I acknowledge having read W.S. 6-5-308.

Filer is: ☐ An Individual  An Organization

The Wyoming Secretary of State requires a natural person to sign on behalf of a business entity acting as an incorporator, organizer, or partner. The following individual is signing on behalf of all Organizers, Incorporators, or Partners.

Filer Information:

By submitting this form I agree and accept this electronic filing as legal submission of my Articles of Incorporation.

Signature: Jasmine James Date: 03/25/2021
Print Name: Jasmine James  
Title: Incorporator  
Email: tax@wyomingcompany.com  
Daytime Phone #: (307) 632-3333  


Wyoming Secretary of State
Herschler Bldg East, Ste.100 & 101

Cheyenne, WY 82002-0020
Ph. 307-777-7311

Consent to Appointment by Registered Agent

Capital Administrations LLC, whose registered office is located at 1712 Pioneer Ave Ste 115, Cheyenne, WY 82001, voluntarily consented to serve as the registered agent for Frontieras North America and has certified they are in compliance with the requirements of W.S. 17-28-101 through W.S. 17-28-111.

I have obtained a signed and dated statement by the registered agent in which they voluntarily consent to appointment for this entity.

Signature: Jasmine James Date: 03/25/2021
Print Name: Jasmine James  
Title: Incorporator  
Email: tax@wyomingcompany.com  
Daytime Phone #: (307) 632-3333  


STATE OF WYOMING
Office of the Secretary of State


     
I, EDWARD A. BUCHANAN, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled.  
     
CERTIFICATE OF INCORPORATION 


Frontieras North America


I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 25th day of March, 2021 at 1:12 PM.


 


Remainder intentionally left blank.






     

Filed Date: 03/25/2021
   
Secretary of State  
   
Filed Online By:  
Jasmine James  
on 03/25/2021