Articles of Incorporation

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11.2019---articles-of-incorporation---washington-profit-corporation.pdf

See the specimen articles below.

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Data Labeling

FORM B C A-47

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY

THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,

Cook

COUNTRY ss.

TO PAUL POWELL, Secretary of State:

(Do note write in this space)

Date Paid 6-25-71

Initial License Fee $ 12.50

Franchise Tax $ 27.08

Filing Fee $ 75.00

Clerk $ 114.58

4234

17

The undersigned,

Name Number Street Address City State

Ernest Greenberger 105 West Adams Street Chicago, Illinois

being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: EFPEE CORPORATION

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: Suite 2200, 105 West Adams Street, in the City of Chicago (60603) (Zip Code) County of Cook and the name of its initial Registered Agent at said address is: Ernest Greenberger

ARTICLE THREE

The duration of the corporation is: perpetual

PAID

JUN 29 1971

Secretary of State

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

To purchase, lease, own, manage, improve, develop, sell, mortgage, pledge exchange or otherwise deal in real property, improved and unimproved, and any interests therein;

To build, develop, manage, improve, alter and furnish buildings and structures of every kind and description on real property owned by the corporation or by others and to make and perform contracts in connection therewith;

To buy, sell, lease, rent and manage real property and any interests therein for its own account or for the account of others;

To manufacture, buy, sell, own, mortgage, pledge, or otherwise deal in goods, wares and merchandise of every class and description;

To do everything necessary, suitable and proper for the accomplishment of any of the purposes and the furtherance of any of the powers herein set forth and to do every other act or acts incidental thereto or connected with the aforesaid purposes and powers, or any part thereof, not inconsistent with the laws under which this corporation is organized.

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 100,000, divided into One classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class

Series

(If any)

Number of

Shares

Par value per share or

statement that shares

are without par value

Common — 100,000

$ 1.00

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: NONE

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

Class of shares

Number of shares

Total consideration to be

received therefor:

Common

$25,000

$ 25,000.00

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is: four (4)

ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $

PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $

PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $

PARAGRAPH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $

NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nine need not be stated.

5

993

Ernest Greenberger

Incorporators

NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.

OATH AND ACKNOWLEDGEMENT

STATE OF ILLINOIS

Cook

Country ss.

Marilyn Claire Jahnke. A Notary Public, do hereby certify that on the 24th day of June 1971 Ernest Greenberger

Personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

Place

(NOTARIAL SEAL)

Here

Notary Public

FORM B C A-47

ARTICLES OF INCORPORATION

EFPEE CORPORATION

The following fees are required to be paid at the time of issuing Certificate of Incorporation: Filing fee $75.00; Initial license fee of 50¢ per $1,000.00 or 1/20th of 1% of the amount of stated capital and paid-in surplus the corporation proposes to issue without further report (Article Six); Initial franchise tax of 1/10th of 1% of the issued, as above noted. However, the minimum initial franchise tax is $25.00 and varies monthly on $25,000, or less, as follows: January, $37.50; February $35.42; March, $33.33; April, $31.25; May, $29.17; June, $27.08; July, $25.00; August, $22.92; September, $20.83; October, $18.75; November, $16.67; December, $14.58; (See Sec. 133 BCA).

In excess of $25,000, the franchise tax per $1,000.00 is as follows: Jan., $1.50; Feb., 1,4167; March, 1.3334; April, 1.25; May, 1.1667; June, 1.0834; July, 1.00; Aug., .9167; Sept., .8334; Oct., .75; Nov., .6667; Dec., .5834.

All shares issued in excess of the amount mentioned in article Six of this application must be reported within 60 days from date of issuance thereof, and franchise tax and license fee paid thereon; otherwise, the corporation is subject to a penalty of 1% for each month on the amount until reported and subject to a fine of not to exceed $500.00.

The same fees are required for a subsequent issue of shares except the filing fee is $1.00 instead of $75.00.

FILED

JUN 25 1971

(Illegible)

(19601-50M-5-70)

Certificate Number 2580

STATE OF ILLINOIS

OFFICE OF THE SECRETARY OF STATE

To all to whom these Presents Shall Come, Greeting:

Whereas, Articles of MERGER duly signed and verified of FINE PROPERTIES CORPORATION, a Minnesota Corporation, merged into EFPEE CORPORATION, an Illinois Corporation, and name of surviving corporation changed to FINE PROPERTIES CORPORATION

have been filed in the Office of the Secretary of State on the 17th day of February A.D. 1972, as provided by “THE BUSINESS CORPORATION ACT” of Illinois in force July 13, A.D. 1933, as amended; Now Therefore. I. JOHN W. LEWIS Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate of MERGER and attach thereto a copy of the Articles of MERGER of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, Done at the City of Springfield this 17th day of February A.D. 1972 and of the Independence of the United States the one hundred and 96th SECRETARY OF STATE

4985-437-4

FORM BCA-69a (Do not write in this space)

ARTICLES OF MERGER

Date Paid 2-17-72

OF DOMESTIC AND FOREIGN Filing Fee $ 100

CORPORATION Clerk

(Strike Inapplicable Words)

To PAUL POWELL, Secretary of State,

The undersigned corporations, pursuant to Section 69a of “The Business Corporation Act” of the State of Illinois, hereby execute the following articles of merger-:

ARTICLE ONE

The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized, are as follows:

Name of Corporation State of Incorporation

FINE PROPERTIES CORPORATION Minnesota

EFPEE CORPORATION Illinois

ARTICLE TWO

The laws of Minnesota, the State under which such foreign corporation is organized, permit such merger.

ARTICLE THREE

The name of the surviving corporation shall be FINE PROPERTIES CORPORATION and it shall be governed by the laws of the State of ILLINOIS

ARTICLE FOUR

The plan of merger is an follows:

1. Efpee Corporation, hereby merges into itself Fine Properties Corporation and said Fine Properties Corporation on shall be and hereby is merged into Efpee Corporation, which shall be the surviving corporation, and shall continue to exist under its existing Articles of Incorporation, under the name Fine Properties Corporation.

2. The Articles of Incorporation of Efpee Corporation, as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Articles of Incorporation of the corporation surviving this merger, except that Article I of the Articles of Incorporation is hereby amended to read as follows:

“The name of the corporation is FINE

PROPERTIES CORPORATION.”

3. The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into the shares or other securities of the surviving corporation shall be as follows:

(a) Each share of common stock of the merged corporation which shall be outstanding on the effective date of this Agreement, and all rights in respect thereof shall forthwith be changed and converted into one share of common stock of the surviving corporation.

(b) After the effective date of this Agreement each holder of an outstanding certificate representing shares of common stock of the merged corporation shall surrender the same to the surviving corporation and each such holder shall be entitled upon such surrender to receive the number of shares of common stock of the surviving corporation on the basis provided herein. Until so surrendered the outstanding shares of stock of the merged corporation to be converted into the stock of the surviving corporation as provided herein may be treated by the surviving corporation for all corporate purposes as evidencing the ownership of shares of the surviving corporation as though said surrender and exchange had taken place.

(c) the shares of stock of the surviving corporation which shall be outstanding immediately prior to the effective date of this agreement shall be canceled.

4. The terms and conditions of the merger are as follows:

(a) The by-laws of the surviving corporation as they shall exist on the effective date of this Agreement shall be and remain the by-laws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

(b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c) This merger shall become effective upon the filing of the Agreement of Merger.

(d) Upon the merger becoming effective, all of the property, rights, privileges, franchises, patents, trademarkes, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporate respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns; to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged (continued)

ARTICLE FIVE

As to each corporation, the number of shares outstanding, the number of shares entitled to vote, and the number and designation of the shares of any class entitled to vote as a class, are:

Name of Corporation

Total Number

of Shares

Outstanding

Total Number

of Shares

Entitled to Vote

Designation of

Class Entitled

to Vote as a

Class (if any)

Number of

Shares of

Such Class

(if any)

FINE PROPERTIES CORPORATION

25,000

25,000

ARTICLE SIX

As to each corporation, the number of shares voted for and against the plan, respectively, and the number of shares of any class entitled to vote as a class voted for and against the plan, are:

Name of Corporation

Total Shares

Voted for

Total Shares

Voted Against

Class

Shares

Voted for

Shares

Voted Against

FINE PROPERTIES CORPORATION

6666-2/3

None

EFPEE CORPORATION

25,000

None

ARTICLE SEVEN

All provisions of the laws of the State of Illinois and the State of Minnesota applicable to the proposed merger have been complied with.

corporation acquired or be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

STATE OF ILLINOIS

COUNTY OF COOK } ss.

13/[illegible]

I, Jeffreg C. Rappin, a Notary Public, do hereby certify that on the 28th day of December, A.D. 1971, personally appeared before me Arthur Yergin, who declares that he is the President of EFPEE CORPORATON, one of the corporations executing the foregoing documents, and being first duly sworn, acknowledged that he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Place

(Notarial Seal) Notary Public

Here

STATE OF ILLINOIS

COUNTY OF COOK }ss.

I, Jeffreg C. Rappin, a Notary Public, do hereby certify that on the 28th day of December, A.D. 1971, personally appeared before me Arthur Yergin, who declares that he is the President of FINE PROPERTIES CORPORATON, one of the corporations executing the foregoing documents, and being first duly sworn, acknowledged that he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Place

(Notarial Seal) Notary Public

Here

Form BCA-69a

Box 4985 File 437-4

ARTICLES OF

MERGER

OF

FINE PROPERTIES CORPORATION

EFPEE CORPORATION

Secretary of State

(File in Duplicate)

Filing Fee $100.00

If merger involves more than two corporations, $50.00 for each additional corporation.

IN WITNESS WHEREOF each of the undersigned corporations has caused these articles of merger to be executed in its name by its president or vice president and its corporate seal to be hereunto affixed, attested by its secretary or assistant secretary, this 28th day of December, 1971

EFPEE CORPORATION

By Its President

Vice President

ATTEST:

Its

Secretary

Assistant Secretary

Place

FINE PROPERTIES CORPORATION

(Corporate Seal)

Here

By Its President

ATTEST:

Vice President

Its Secretary

Assistant Secretary

(over)

Certificate Number 20464

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come, Greeting:

Whereas, Articles of amendment to the Articles of Incorporation duly signed and verified of FINE PROPERTIES CORPORATION have been filed in the Office of the Secretary of State on the 12th day of March A.D. 1974, as provided by “THE BUSINESS CORPORATION ACT” OF Illinois, in force July 13, A.D. 1933.

Now Therefore, I, MICHAEL J. HOWLETT, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate of amendment and attach thereto a copy of the Articles of Amendment to the Articles of Incorporation of the aforesaid corporation.

In Testimony Whereof, Thereto set my hand and cause to be affixed the Great Seal of the State of Illinois,

Done at the City of Springfield this 12th day of March A.D. 1974 and of the Independence of the United States the one hundred and 98th.

SECRETARY OF STATE.

15/993

FORM BCA-55

(Do not write in this space)

Date Paid 3-12-74

License Fee $

Franchise Tax $

Filing Fee $ 25.00

Clerk

(File in Duplicate)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION 1711 16

OF

FINE PROPERTIES CORPORATION

(Exact Corporate Name)

To MICHAEL J. HOWLETT

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST:

The name of the corporation is:

FINE PROPERTIES CORPORATION

ARTICLE SECOND:

The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

ARTICLE ONE of the Articles of Incorporation is amended to read as follows:

“The name of the corporation hereby incorporated is

CENTRE PROPERTIES LTD.” 04

PAID

MAR 14 1974

Secretary of State

(Disregard separation into classes if class voting does not apply to the amendment voted on.)

ARTICLE THIRD:

The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 26,786; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

Class

Number of Shares

Common

26,786

(Disregard separation into classes if class voting does not apply to the amendment voted on.)

ARTICLE FOURTH:

The number of shares voted for said amendment or amendments was 26,786; and the number of shares voted against said amendment or amendments was –0–. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

Class

Number of Shares Voted

For

Against

Common

26,786

(Disregard these items unless the amendment restates the articles of incorporation.)

Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had shares issued, itemized as follows:

Class

Series

(If Any)

Number of

Shares

Par value per share

or statement that

shares are without

par value

N/A

Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $ and a paid-in surplus of $ or a total of $ .

N/A

(Disregard this Article where this amendment contains no such provisions.)

ARTICLE FIFTH:

The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

N/A

ARTICLE SIXTH:

Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

N/A

Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)

Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

Before Amendment

After Amendment

Stated capital

$

$

Paid-in surplus

$

$

N/A

18/993

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its President, and its corporate seal to be hereto affixed, attested by its Secretary, this 27th day of February, 1974.

FINE PROPERTIES CORPORATION

(Exact Corporate Name)

By

Its

President

Place

(CORPORATE SEAL)

Here

ATTEST:

Its

Secretary

STATE OF ILLINOIS

COUNTY OF COOK

SS.

I, Mary Ruth Anderson, a Notary Public, do hereby certify that on the 27th day of February 1974, personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Notary Public

Place

(NOTARIAL SEAL)

Here

Form BCA-55

Box 4985 File 437-4

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

FINE PROPERTIES CORPORATION

FILED MAR 12 1974

Secretary of State

FILE IN DUPLICATE

Filing Fee $25.00

Filing Fee for Re-Stated Articles $100.00

(49795-30M-3-73) 10

File Number 4985 437 4

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

Whereas,