LexisNexis Ohio Online Forms Lexis Forms: Ohio Transaction Guide. Table of Contents UNIT ONE BUSINESS ENTITIES

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1 LexisNexis Ohio Online Forms Lexis Forms: Ohio Transaction Guide Table of Contents UNIT ONE BUSINESS ENTITIES Division One Formation of Corporations Chapter 1 STARTING AND OPERATING A BUSINESS Income Tax Forms Application for Federal Employer Identification Number (Form SS-4) Application for Registration as Ohio Withholding Agent (Form IT-1) Excise Tax Forms Application for Severer's License (Form SE-1) Application for Retail Dealer's License--Cigarette Tax (Form ET- 40) Application for Motor Fuel Dealer's License (Form MVF-1) Application for Special Fuel Dealer's License (Form MVF-1A) Application for Use Permit (Form FUT-6) Chapter 2 INCORPORATORS' AGREEMENTS Preincorporation Engagement Letters Engagement Letter--Representing Major Investor in Organization of Corporation and Acting as General Counsel Engagement Letter--Representing Multiple Investors in Organization of Corporation and Acting as General Counsel Engagement Letter--Representing Multiple Investors While Owning Equity Interest in Corporation or Acting as Officer, Director, or Manager Subscription Agreements Subscription Agreement--Short Form--Individual Subscriber Subscription Agreement--Long Form--Multiple Subscribers Subscription Agreement and Investment Letter--Alternative Form--Single Subscriber Preincorporation Agreements Preincorporation Agreement to Incorporate Agreement to Solicit Preincorporation Subscriptions Agreement Between Incorporators and Promoter-Manager Chapter 3 ARTICLES OF INCORPORATION Preliminary Forms Name Registration Consent to Use of Similar Name Complete Articles of Incorporation Articles of Incorporation and Appointment of Statutory Agent Article Provisions for Corporation With Simple Share Structure Article Provisions for Corporation With Common and Preferred Shares Specific Provisions Used in Articles Share Structure Clause With Common and Preferred Shares Clause Granting Preemptive Rights Voting Rights of Common Shares and Contingent Voting Rights of Preferred Shares to Elect Majority of Directors Voting Rights of Common Shares and Contingent Exclusive Voting Rights of Preferred Shares Limitation on Power to Merge or Consolidate 1

2 Limitation on Authority of Directors to Mortgage, Sell, or Otherwise Dispose of Corporate Property Clause Making Preferred Shares Redeemable Provision for Sinking Fund for Redemption of Preferred Shares Requirement That Directors Be Residents of Ohio Requirement That Directors Be Shareholders Conversion Provision for Preferred Shares Restrictions on Transfer of Shares Employees' Share Purchase Plan Provisions for Worker Cooperatives Required Provisions for Workers Cooperative Election Chapter 4 CODE OF REGULATIONS Complete Code of Regulations Code of Regulations Individual Regulations Qualifications of Directors Number of Directors Classification of Directors Authority of Directors Removal of Directors by Shareholders Removal of Directors by Board of Directors Resignation of Directors Membership on Board of Directors Duties of Additional Officers Term of Office and Removal of Officers Place of Shareholders' Meetings Conduct of Shareholders' Meetings Agenda for Shareholders' Meetings Indemnification Employees' Stock Purchase Plan Chapter 5 ORGANIZATION MEETINGS First Meeting of Shareholders Minutes of First Meeting of Shareholders First Meeting of Board of Directors Short Form of Minutes of First Meeting of Board of Directors Long Form of Minutes of First Meeting of Board of Directors Action by Written Consent of Shareholders or Directors Without Meeting First Action by Board of Directors or by Shareholders by Written Consent Without Holding Meeting Miscellaneous Specific Provisions for First Meeting of Directors Organization Resolutions for Incorporation of Going Business Resolution Enumerating Powers of Officers Resolution Delegating Powers and Authority of the Board of Directors to the Executive Committee Chapter 6 INCORPORATING A GOING BUSINESS Preparatory Forms Preincorporation Agreement Between Partners Offer to Transfer Sole Proprietorship or Partnership for Shares of Corporation Notices Notice of Dissolution of Partnership Closing Forms Bill of Sale Transferring Going Business to Corporation Assumption Agreement and Assignment Chapter 7 EQUITY SECURITIES Subscription Agreements Subscription Agreement for Initial Shareholder Subscription Agreement With Purchase Price Payable on Subscription Subscription Agreement With Purchase Price Payable in Installments Share Certificates Resolution of Board of Directors Adopting Form of Share Certificate Share Certificate Preprinted Share Certificate 2

3 Scrip Certificate for Fraction of Share Share Certificate Assignment Statement of Lost Certificate Issuance of Shares Incorporator's Plan of Stock Offering Resolution of Board of Directors Authorizing Issuance of Shares and Establishing Amount of Consideration and Value of Non- Cash Consideration Resolution of Board of Directors Authorizing Registration With Ohio Division of Securities Resolution of Board of Directors Authorizing Filing of Registration Statement or Notification With Securities and Exchange Commission Resolution of Board of Directors Authorizing Application for Sale of Securities Under Laws of Other States Resolution of Board of Directors Authorizing Offer and Sale of Options for Shares Pursuant to Nonqualified Employee Plan Resolution of Board of Directors Adopting Qualified Incentive Stock Option Plan Resolution of Shareholders Approving Qualified Incentive Stock Option Plan Stock Options Stock Option Incentive Stock Option Plan Notice of Exercise of Stock Option Chapter 8 DEBT SECURITIES Resolutions for Issuing Debt Securities Resolution to Issue Simple Note to Identified Purchasers Resolution for Issuance of Series of Complex Notes to Unidentified Purchasers Resolution Authorizing Issuance of Bonds Resolutions for Redeeming Debt Securities Resolution for Redemption of Outstanding Debt Securities Notice of Redemption Offers and Purchase Agreements Letter Offering Convertible Notes to Present Holders of Debt Securities Ballot and Subscription Form Purchase Agreement for Private Offering of Convertible Subordinated Notes Complete Debt Securities Note to Single Purchaser Promissory Note--General Long Form Serial Coupon Bond Income Bond Debenture--General Form Registered Debenture Issued at Discount Convertible Subordinated Debenture Optional Provisions Variable Interest Rates Sinking Fund Provision Provision for Serial Redemption Provision for Coupon Interest Payments Chapter 9 SECURITIES REGULATION Ohio Forms Registration by Qualification (Form 9) Registration by Description (Form 6) Registration by Coordination (Form U-1) Private Offering Exemption (Form 3-Q) Federal Forms Notice of Sale of Securities (SEC Form D) Chapter 10 SUBCHAPTER S STATUS Election of Subchapter S Status Election to Be Treated as S Corporation Shareholder's Consent to Corporation's Election Application for Extension of Time to File Shareholders' Consents 3

4 Request for Consent to Election Within Five Years After Termination or Revocation Corporate Action Adopting S Corporation Status Termination of Subchapter S Status Corporation's Statement Revoking Subchapter S Election Notice of Termination by Reason of Corporation Ceasing to be a Small Business Corporation Elections by Existing S Corporations Election to Distribute Earnings and Profits First Election to Close Books Upon Termination of Interest by S Corporation Shareholder Trusts as Shareholders of S Corporations Trusts as Shareholders of S Corporations Beneficiary's Election for Qualified Subchapter S Trust Treatment Trust Agreement With Specific Provisions Regarding Electing Small Business Trust Status Grantor Trust Shareholder Agreements Close Corporation Agreement Restricting Stock Transfers and Requiring Distributions Chapter 11 CLOSE AND CLOSELY HELD CORPORATIONS Share Certificate Notations Share Certificate Statement of Transfer Restrictions--Long Form Share Certificate Statement of Transfer Restrictions--Short Forms Share Certificate Notice of Close Corporation Agreement Shareholder Qualifications and Share Transfer Restrictions Share Transfer Restriction Giving Corporation First Option Alternative Provisions Imposing Share Transfer Restrictions Combined Restrictions on Share Transfers and Ownership for Close Corporation Agreement Close Corporation Agreements Close Corporation Agreement Buy-Sell Agreements Stock Redemption Agreement Stock Redemption Agreement Funded With Insurance Right of First Refusal Agreement Cross-Purchase Agreement Share Valuation by Appraisal Valuation by Mutual Agreement of Shareholders Book Value Capitalization of Average Earnings Use of Escrow Related Forms Board of Directors Resolution Authorizing Corporation to Enter Into Redemption Agreement Division Two Corporate Operation and Termination Chapter 20 DIRECTORS' MEETINGS Call and Notice of Directors' Meeting Call of Meeting of Board of Directors Notice of Regular Meeting of Board of Directors Notice of Special Meeting of Board of Directors Notice of Adjourned Meeting of Board of Directors Declaration of Service of Notice of Directors' Meeting Waiver, Consent, Approval of Minutes, and Dissent Waiver of Notice and Consent to Holding of Directors' Meeting Executed Before Meeting Has Been Held Waiver of Notice, Consent to Holding, and Approval of Minutes of Directors' Meeting Executed After Meeting Has Been Held Approval of Minutes of Directors' Meeting by Absent Directors Director's Dissent From Corporate Action Agenda, Minutes, and Voting at Directors' Meeting Agenda of Directors' Meeting Minutes of Directors' Meeting Tabulation of Votes by Individual Directors at Directors' Meeting Corporate Resolutions in General Forms of Resolution of Board of Directors Unanimous Written Consent of Directors 4

5 Secretary's Certificate of Adoption of Resolution by Board of Directors Resolution Authorizing Execution of Contract Resolution to Authorize Further Actions in Accordance With Intent of Specific Resolutions Resolution to Ratify and Approve Past Acts of Officers and Agents Resolution Electing Subchapter S Status Resolution Designating Qualified Subchapter S Subsidiaries Resolutions Relating to Compensation and Other Employee Benefits Resolution Fixing Compensation to Be Paid to Directors Resolution Fixing Compensation to Be Paid to Officers Resolution Raising Salary of Officer Resolution Authorizing Execution of Employment Contract Resolution Adopting Health and Accident Plan Resolution Adopting Employee Stock Purchase Plan Resolution Adopting Profit-Sharing Plan. Resolution Amending Profit-Sharing Plan Resolution Terminating Profit-Sharing Plan Resolutions Relating to Special Corporate Transactions Resolution Regarding Bank Accounts and Procedures Resolution to Borrow Money Resolution for Redemption of Outstanding Notes Resolution Authorizing Litigation and Directing Officers to Verify Pleadings Resolution to Sell or Lease Real Estate Resolution to Purchase Real Estate Resolution to Abandon Plan to Sell or Lease Real Estate Resolutions Relating to Internal Corporate Governance Resolution Delegating Powers and Authority of Board of Directors to Executive Committee Resolution Appointing Other Committees Resolution Appointing Alternate Committee Members Resolution Dissolving Committee Resolution Ratifying Resolution of Committee Resolution Electing Officer Resolution Enumerating Powers of Officers Acceptance of Office by Director or Officer Resignation of Director or Officer Resolution Accepting Resignation of Director or Officer Resolution Filling Vacancy on Board of Directors Resolution Adjourning Meeting of Directors in Absence of Quorum Resolution Calling Shareholders' Meeting Resolution Fixing Record Date for Shareholders' Meeting Resolution Appointing Inspectors of Election Resolution Setting Forth Presumptions for Accepting or Rejecting Proxies at Shareholders' Meetings Resolutions Relating to Insurance, Resolution Authorizing Purchase of Liability Insurance for Directors, Officers, Employees, and Agents Resolution Granting Indemnification Resolution Authorizing Advance of Litigation Expenses Resolution Approving Transaction With Interested Director Bylaws Governing Board of Directors Bylaws Governing Board of Directors Chapter 21 SHAREHOLDERS' MEETINGS Annual Meetings Resolutions of Directors Relating to Annual Shareholders' Meetings Notice of Annual Meeting of Shareholders Notice of Annual Meeting of Shareholders Accompanied by Proxy Statement Declaration of Service of Notice of Meeting of Shareholders Minutes of Annual Meeting of Shareholders Special Meetings Call of Special Meeting of Shareholders by Chairman of the Board, President, or Board of Directors Call of Special Meeting of Shareholders by Shareholders Notice of Special Meeting of Shareholders Minutes of Special Shareholders' Meeting 5

6 Written Consents, Waivers, and Approvals Action by Unanimous Written Consent of Shareholders Without Meeting Waiver, Consent, and Approval of Shareholders' Meeting Waiver of Written Notice of Shareholders' Meeting Proxies Proxy--General Form Proxy--Short Form Proxy for Particular Purpose Revocation of Proxies Proxy Statement Chapter 22 VOTING TRUSTS Complete Forms Voting Trust Agreement Voting Trust Certificate Additional and Alternative Provisions Voting Trust Provisions--Limitations on Trustees' Voting Power Voting Trust Provisions--Extension of Term of Trust Chapter 23 AMENDMENT OF ARTICLES AND REGULATIONS Amendment of Articles of Incorporation Minutes of Special Meeting of Shareholders Adopting Amendment of Articles of Incorporation, With General Form of Resolutions Certificate of Amendment by Director or Incorporators to Articles Certificate of Amendment by Shareholders Amendment of Code of Regulations Resolution Adopted by Shareholders Amending the Code of Regulations Certificate of Amendment of Code of Regulations Chapter 24 CAPITAL ADJUSTMENTS Increase of Capital Increase of Stated Capital by Issue and Sale of Authorized Shares Increasing Stated Capital by Transfer of Surplus Resolution Increasing Capital Surplus Redemption of Shares Resolution to Redeem Shares Partial Redemption--Selection of Shares to Be Redeemed Notice of Redemption Purchase of Shares Shareholder Resolution Authorizing Purchase of Shares Director Resolution Authorizing Purchase of Shares Retirement and Reduction of Shares Resolution Retiring Treasury Shares Reduction of Capital Resolution of Reduction of Stated Capital Chapter 25 DIVIDENDS Resolutions Declaring Dividends Preamble for Resolution Declaring Dividend Resolution Declaring Cash Dividend Resolution Declaring Property Dividend Resolution Declaring Share Dividend Resolution Declaring Cumulative Preferred Dividend Resolution of Consuming Assets Corporation Declaring Dividend Resolution Declaring Cash Dividend of All After-Tax Earnings Resolution Declaring Cash Dividend of All After-Tax Earnings of S Corporation Supplemental Resolutions and Notices Resolution Ordering Notice of Dividend Notice of Dividend Resolution Ordering Closure of Share Transfer Books Notice of Closure of Share Transfer Books Chapter 26 MERGERS AND CONSOLIDATIONS 6

7 Plan and Agreement of Merger or Consolidation of Business Corporations Plan and Agreement for Merger of Two Corporations Plan and Agreement for Consolidation of Two Corporations Into a New Corporation Implementation of Plan and Agreement of Merger or Consolidation Resolutions of Directors Approving Plan and Agreement of Merger or Consolidation and Authorizing Shareholders' Vote Related Procedures Resolutions of Board of Directors Abandoning Merger or Consolidation Written Demand by Dissenting Shareholder for Payment for Shares Corporation's Acceptance of Dissenting Shareholder's Estimated Value of Shares and Agreement to Buy Shares Notice by Corporation of Estimated Value of Dissenting Shares and Offer to Buy Shares Filings of Corporations With Secretary of State Certificate of Merger Certificate of Consolidation Chapter 27 ACQUISITION AND COMBINATION Procedural Guide Plan and Agreement for Type B Reorganization (Majority Share Acquisition): Exchange of Voting Stock of One Corporation for at Least 80 Percent of Voting Stock of Another Corporation Plan and Agreement for Type C Reorganization: Exchange of Voting Stock of One Corporation for Substantially All Assets of Another Corporation Chapter 28 LIQUIDATION AND DISSOLUTION OF CORPORATIONS Authorization for Dissolution Resolution of Incorporators to Dissolve Business Corporation Resolution of Shareholders to Dissolve Business Corporation Resolution of Directors to Dissolve Business Corporation Certificates of Dissolution Certificate of Dissolution of Business Corporation Certificate of Dissolution of Nonprofit Corporation Accompanying Forms Affidavit of Personal Property Request for Certificate Showing Payment of Personal Property Taxes Affidavit in Lieu of Releases for Business Corporation Affidavit in Lieu of Releases for Nonprofit Corporation Letter to Agencies Regarding Dissolution Implementation of Liquidation and Distribution Notice of Voluntary Dissolution Directors' Resolution Authorizing Liquidation and Distribution Directors' Resolution Adopting a Plan of Liquidation Plan of Liquidation and Distribution of Assets Director's Dissent to Distribution Assignment of Corporate Assets to Shareholders Shareholders' Receipt for Corporate Assets Shareholders' Assumption of Corporate Debts and Liabilities Corporation's Receipt for Shareholders' Share Certificates Federal Returns Regarding Liquidation Return Regarding Dissolution or Liquidation Report of Distributions on Liquidation Reinstatement of Cancelled Articles of Incorporation Reinstatement of Articles of Incorporation Chapter 29 TRANSFER OF SHARES Transfer of Securities Generally Assignment of Share Certificate--On Certificate Assignment of Share Certificate--Separate From Certificate Instruction to Transfer Uncertificated Securities Demand by Transferee to Have Endorsement Supplied Demand by Transferee for Proof of Transferor's Authority To Transfer Securities Directors' Resolution Authorizing Designated Officers to Transfer Securities 7

8 Appointment of Transfer Agent and Registrar Directors' Resolution Authorizing Corporation to Act as Its Own Transfer Agent Directors' Resolution Appointing Transfer Agent and Registrar Notice to Transfer Agent and Registrar of Termination of Appointment Loss, Destruction, or Theft of Securities Directors' Resolution Authorizing Issuance of Duplicate Certificates Stop Transfer Notice Withdrawal of Stop Transfer Notice Affidavit of Facts for Issuance of New Certificate Agreement of Shareholder to Indemnify Corporation on Issuance of New Certificate Chapter 30 CORPORATE ACCOUNTING, TAXATION, REPORTS, AND RECORDS* Financial Statement Balance Sheet Combined Statement of Income and Surplus Statutory Agent Statutory Agent Update Corporate Records Demand for Examination of Corporate Records by Shareholder Chapter 31 BUYING AND SELLING A BUSINESS Resolutions For Sale of Corporate Assets Resolution of Board of Directors Authorizing Sale of Corporate Assets Resolution of Shareholders Approving Sale of Corporate Assets Complete Contracts for Sale of Business Contract for Sale of Assets of Sole Proprietorship Contract for Sale of Assets of Corporation Contract for Sale of All Shares of Corporation to Another Corporation Contract for Sale of Professional Practice Contract for Sale of Bar and Restaurant Asset Purchase Agreement for Purchase and Sale of Assets of Distressed Business Escrow Instructions for Sale of All Corporate Assets Provisions for Contracts of Sale Provision for Conduct of Business by Seller Until Close of Sale Noncompetition Provision Provision for Assignment of Trademark or Service Mark Provision Prohibiting Use of Trade Name or Seller's Name Provision for Payment of Purchase Price in Installments Provision for Security for Purchase Price Bills of Sale Bill of Sale for Business--Short Form Bill of Sale With Warranty of Title and Power of Attorney Bill of Sale for Professional Practice Workers' Compensation Application for Workers' Compensation Insurance Coverage (Form U-3) Sole Proprietor or Partner Coverage Agreement (Form C-116) Unemployment Compensation Report to Determine Liability for Unemployment Compensation (Form UCO-1) Acquisition of Business (Form UCO-1s) Retail Vendor's License Application for Vendor's License Liquor Control Permits Application for Transfer of Ownership of Liquor Permit and Supporting Forms Application for Consent to Transfer of Stock in Corporation Holding Liquor Permit Division Three Other Business Organizations Chapter 40 PROFESSIONAL CORPORATIONS Organizational Documents Articles of Incorporation and Appointment of Statutory Agent 8

9 Additional Provisions for Articles of Incorporation Code of Regulations Minutes of First Meeting Letter-Offer Transferring Assets of Professional Practice to Professional Corporation Shareholder Agreements Buy-Sell Agreement Share Purchase Agreement Employee Agreements and Plans Employment Agreement for Employee-Shareholder Deferred Compensation Agreement Medical Reimbursement and Wage Continuation Plan Medical Diagnostic Plan Miscellaneous Forms Client Memorandum Biennial Report Application for Reinstatement Chapter 41 NONPROFIT CORPORATIONS Incorporation Documents Application for Name Registration Articles of Incorporation Purpose Clauses for Nonprofit Corporations Code of Regulations Federal Income Tax Exemption Forms Application for Recognition of Exemption Under Internal Revenue Code Section 501(c)(3)--IRS Form 1023 Consent Fixing Period of Limitation on Assessment of Tax Under Section 4940 of the Internal Revenue Code--IRS Form 872-C Application for Recognition of Exemption Under Internal Revenue Code Section 501(a)--IRS Form 1024 User Fee For Determination Letter - IRS Form 8718 Power of Attorney - IRS Form 2848 Chapter 42 FOREIGN CORPORATIONS Authorization to Conduct Operations in Ohio Application for License by Corporation for Profit to Transact Business Change of Designated Agent or Address of Designated Agent Certificate of Change of Designated Agent's Name or Address Withdrawal of Foreign Corporation From Ohio Certificate of Surrender of Foreign Licensed Corporation Statement of Mailing Address of Corporation Withdrawing From Ohio Chapter 45 GENERAL PARTNERSHIPS Complete General Partnership Agreements General Partnership Agreement--Long Form General Partnership Agreement--Short Form General Partnership Agreement--Senior and Junior Partners-- Variations in Rights of Classes of Partners Provisions Relating to Formation of Partnership Property or Cash Contributions to Initial Partnership Capital Application for Reinstatement Grant of Partnership Interest in Exchange for Partner's Services Maintenance of Separate Capital and Income Accounts for Each Partner Payment of Interest on Capital Accounts of Partners Provisions Relating to Operation of Partnership Business Partners' Management Powers Provision for Managing Partner Management Committee Holding of Meetings and Grant of One Vote to Each Partner Prohibited Acts Partner Permitted to Engage in Other Business Partner Prohibited From Engaging in Competing Business Provisions Relating to Allocations and Distributions to Partners Allocation of Ordinary and Special Profits and Losses Allocation of Cash Flow Distribution According to Service Performed 9

10 Allocation of Depreciation, Depletion, Gain, or Loss to Account for Built-In Gain or Loss Property Guarantee of Specified Amount to Partner Each Year Payment of Guaranteed Fee to Named Partners Without Regard to Net Profits Reimbursement of Expenses Incurred by Partners Provisions Relating to Buy-Sell Agreements Agreement for Purchase and Sale of Partnership Interest Agreement for Purchase and Sale on Deadlock Cross-Purchase Plan Between Two Partners Without Trustee Partnership Purchase of Insurance Valuation of Partner's Interest Annual Determination of Value Determination of Value Based on Net Book Value Plus or Minus Excess Value Determination of Value as Amount Equal to Partner's Capital and Income Accounts on Date of Death, Withdrawal, or Termination Determination of Value as Greater of Valuation by Single Appraiser or Balance in Partner's Capital and Income Accounts Determination of Value by Inventory and Account on Date of Death or Notice of Withdrawal Determination of Value as Net Book Value of Interest Plus Capitalized Share of Past Average Net Profits Determination of Value as Net Book Value of Interest Plus Capitalized Value of Income Attributable to Goodwill Determination of Value as Partner's Capitalized Share of Past Average Ordinary Partnership Income Provisions for Liquidation of Partner's Interest Requirement That Partnership Liquidate Partner's Interest Payment of Distributive Share of Net Profits to Estate of Deceased Partner in Liquidation of Partnership Interest Provisions Applicable to Professional Partnerships Indemnification for Partnership Liability Resulting From Partner's Malpractice Conditions for Expulsion of Partner Provision for Gradual Retirement Right of Partner to Client Files Registered Partnerships Having Limited Liability Application for Registration of Registered Partnership Having Limited Liability Notice of Withdrawal of Registered Partnership Having Limited Liability Biennial Report of Registered Partnership Having Limited Liability Application for Reinstatement of Registered Partnership Having Limited Liability Chapter 46 LIMITED PARTNERSHIPS Complete Agreements Business Limited Partnership Agreement Financial Limited Partnership Agreement Real Estate Limited Partnership Agreement Limited Partnership Certificates Certificate of Limited Partnership--Domestic or Foreign Limited Partnership Certificate of Amendment of Limited Partnership Chapter 47 DISSOLUTION OF PARTNERSHIPS Complete Agreements Agreement Dissolving General Partnership Agreement of Sale of Partnership's Assets and Business Notices and Certificates Notice of Dissolution and Continuation of Business Letter Advising Creditors and Suppliers of Dissolution Name Registration Update Certificate or Withdrawal of Limited Partnership Chapter 48 LIMITED LIABILITY COMPANIES Formation and Registration Articles of Organization 10

11 Limited Liability Company Certificate of Amendment/Restatement/Correction Consent to Use Similar Name Name Registration Appointment of Agent Operation Agreement to Make Contributions Operating Agreement 11