ARTICLES OF INCORPORATION OF XXXXXX GLOBAL HOLDINGS COMPANYThe undersigned subscriber to these Articles of Incorporation is a natural person competent to contract and hereby form a Corporation for profit under Chapter 607 of the Florida Statutes.
ARTICLE 1 - NAME
The name of the Corporation is XXXX GLOBAL HOLDINGS COMPANY, (hereinafter, "Corporation").
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation shall engage in any activity or business permitted under the laws of the United States and the State of Florida.
ARTICLE 3 - PRINCIPAL OFFICE
The address of the principal office of this Corporation is XXXXXXX Street, Suite # X, Miami, Fl 33131 and the mailing address is the same.
ARTICLE 4 - INCORPORATOR
The name and street address of the incorporator of this Corporation is XXXX XXXX whose address shall be the same as the principal office of this Corporation.
ARTICLE 5 - OFFICERS
The officers of the Corporation shall be:
President: XXXX XXXXX
Secretary: XXXX XXXXX
Treasurer: XXXX XXXXX
whose address shall be the same as the principal office of the Corporation.
ARTICLE 6 - DIRECTOR(S)
The Director(s) of the Corporation shall be:
XXXX XXXXX
whose address shall be the same as the principal office of the Corporation.
ARTICLE 7 - CORPORATE CAPITALIZATION
7.1 The maximum number of shares that this Corporation is authorized to have outstanding at any time is SEVEN THOUSAND FIVE HUNDRED (7,500) shares of common stock, each share having the par value of ONE DOLLAR ($ 1.00).
7.2 No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Director(s) may, in authorizing the issuance of shares of stocks of any class, confer any preemptive right that the Board of Director(s) may deem advisable in connection with such issuance.
7.3 The Board of Director(s) of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Director(s) may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the bylaws of the Corporation.
7.4 The Board of Director(s) of the Corporation may, by Restated Articles of Incorporation, classify or reclassify any unissued stock from time to time by setting or changing the preferences, conversions or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or term or conditions of redemption of the stock.
ARTICLE 8 - SUB-CHAPTER S CORPORATION
The Corporation may elect to be an S Corporation, as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended.
8.1 The shareholders of this Corporation may elect and, if elected, shall continue such election to be an S Corporation as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended, unless the shareholders of the Corporation unanimously agree otherwise in writing.
8.2 After this Corporation has elected to be an S Corporation, none of the shareholders of this Corporation, without the written consent of all the shareholders of this Corporation shall take any action, or make any transfer or other disposition of the shareholder's share of stock in the Corporation, which will result in the termination or revocation of such election to be an S Corporation, as provided in Sub Chapter S of the Internal Revenue Code of 1986, as amended.
8.3 Once the Corporation has elected to be an S Corporation, each share of stock issued by this Corporation shall contain the following legend:
"The shares of stock represented by this certificate cannot be transferred if such transfer would void the election of the Corporation to be taxed under Sub-Chapter S of the Internal Revenue Code of 1986, as amended."
ARTICLE 9 - SHAREHOLDERS' RESTRICTIVE AGREEMENT
All of the shares of stock of this Corporation may be subject to a Shareholders' Restrictive Agreement containing numerous restrictions on the rights of shareholders of Corporation and transferability of the shares of stock of the Corporation. A copy of the Shareholders' Restrictive Agreement, if any, is on file at the principal office of the Corporation.
ARTICLE 10 - POWERS OF CORPORATION
The Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, subject to any limitations or restrictions imposed by applicable law or these Articles of Incorporation.
ARTICLE 11 - TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE 12 - REGISTERED OWNER(S)
The Corporation, to the extend permitted by law, shall be entitled to treat the person in whose name any share or right is registered on the books of the Corporation as the owner thereto, for all purposes, and except as may be agreed in writing by the Corporation, the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such share or right on the part of any other person, whether or not the Corporation shall have notice thereof.
ARTICLE 13 - REGISTERED OFFICE AND REGISTERED AGENT
The initial address of registered office of this Corporation is located at XXXXXXXX XXX, Suite # X, Miami, FL 33131. The name and address of the registered agent of this Corporation is XXXX XXXX, XXXXXXXXXXXXXXXXXX, Suite # X, Miami, FL 33131.
ARTICLE 14 - BYLAWS
The Board of Director(s) of the Corporation shall have power, without the assent or vote of the shareholders, to make, alter, amend, or repeal the Bylaws of the Corporation, but the affirmative vote of a number of Directors equal to a majority of the number who would constitute a full Board of Director(s) at the time of such action shall be necessary to take any action for the making, alteration, amendment or repeal of the Bylaws.
ARTICLE 15 - EFFECTIVE DATE
These Articles of Incorporation shall be effective at March XX, 2007, or immediately upon approval of the Secretary of State, State of Florida.
ARTICLE 16 - AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Articles of Incorporation, or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribed or permitted by the provisions of any applicable statute of the State of Florida, and all rights conferred upon shareholders in these Articles of Incorporation or any amendment hereto are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged and filed the foregoing Articles of Incorporation under the laws of the State of Florida, this March XX 2007.
____________________________________________
XXXX XXXXX, Incorporator
ACCEPTANCE OF REGISTERED AGENT DESIGNATED IN ARTICLES OF INCORPORATION
XXXX XXXXXX, having a business office identical with the registered office of the Corporation name above, and having been designated as the Registered Agent in the above and foregoing Articles of Incorporation, is familiar with and accepts the obligations of the position of Registered Agent under the applicable provisions of the Florida Statutes.
XXXXX XXXXXX
By: ____________________________________________
XXXX XXXXX, President
