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D MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS (Kallas Restaurant Accounting)

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CSCL/CD-500 (Rev. 08/18)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS
CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU
Date Received
(FOR BUREAU USE ONLY)
This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.
EFFECTIVE DATE:
Name
Address
City State ZIP Code
Document will be returned to the name and address you enter above.
If left blank, document will be returned to the registered office.
ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles:
The name of the corporation is:
2. The street address of the location of the registered office is:
3. The mailing address of the registered office if different than above:
, Michigan
(Street Address) (City)
(Zip Code)
, Michigan
(P.O. Box or Street Address) (City) (Zip Code)
ARTICLE I
ARTICLE IV
ARTICLE II
The purpose or purposes for which the corporation is
formed is to engage in any activity within the purposes for which
corporations may be formed under the Business Corporation Act of Michigan.
ARTICLE III
1. The name of the resident agent at the registered office is:
The total authorized shares:
1. Common Shares
Preferred Shares
2. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:
AC1
D
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name Residence or Business Address
ARTICLE VI (Optional, Delete if not applicable)
When a compromise or arrangement or plan of reorganization of this corporation is proposed between this corporation and its
creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity
jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class
of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such
manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to
a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the
compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be
binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.
ARTICLE VII (Optional, Delete if not applicable)
Any action required or permitted under the Act to be taken at an annual or special meeting of shareholders may be taken
without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by
the holders of outstanding shares that have at least the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent shall bear
the date of signature of the shareholder that signs the consent. Written consents are not effective to take corporate action
unless within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient
number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered
office, its principal place of business, or an officer or agent of the corporation that has custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.
Prompt notice of taking of the corporate action without a meeting by less than unanimous written consent shall be given to
shareholders that would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and
that have not consented to the action in writing. An electronic transmission consenting to an action must comply with Section
407(3).
Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or
added. Attach additional pages if needed.
I, (We), the incorporator(s) sign my (our) name(s) this
day of ,
CSCL/CD-500 (Rev. 08/18)
Preparer's Name
Business Telephone Number
(
)
Submit with check or money order by mail:
Michigan Department of Licensing and Regulatory Affairs
Corporations, Securities & Commercial Licensing Bureau
Corporation
s Division
P.O. Box 30054
Lansing, MI 48909
To s
ubmit in person:
2501 Woodlake Circle
Okemos, MI
Telephone: (517) 241-6470
Fees may be paid by check, money order, VISA, Mastercard,
or Discover when delivered in person to our office.
COFS (Corporations Online Filing System):
This document may be completed and submitted online at www.michigan.gov/corpfileonline.
Fees may be paid by VISA, MasterCard, or Discover.
INFORMATION AND INSTRUCTIONS
Name of person or organization remitting fees.
LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals
with disabilities.
1. This form may be used to draft your Articles of Incorporation. A document required or permitted to be filed under the Act cannot be filed unless it
contains the minimum information required by the Act. The format provided contains only the minimal information required to make the document
fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities & Commercial Licensing
Bureau. The original will be returned to your registered office address unless you enter a different address in the box on the front of this document.
Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast,
or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of Act 284, P.A. of 1972, by one or more persons for the purpose of forming a domestic profit
corporation.
4. Article I - The corporate name of a domestic profit corporation is required to contain the word Corporation, Company, Incorporated, Limited
or one of the following abbreviations: Corp., Co., Inc., or Ltd., with or without periods.
5. Article II - State, in general terms, the character of the particular business to be carried on. Under Section 202(b) of the Act, it is sufficient to state
substantially, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which
corporations may be formed under the Act. The Act requires, however, that educational corporations state their specific purposes.
6. Article III - Indicate the total number of shares which the corporation has authority to issue. If there is more than one class or series of shares, state
the relative rights, preferences and limitations of the shares of each class in Article III(2).
7. Article IV - A post office box may not be designated as the address of the registered office. If the address includes a suite number, add the name of
the business at the suite number to ensure proper mail delivery.
8. Article V - The Act requires one or more incorporators. Educational corporations are required to have at least three (3) incorporators. The
address(es) should include a street number and name (or other designation), city and state.
9. The duration of the corporation should be stated in the Articles only if not perpetual.
10. This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be
stated as an additional Article.
11. The Articles must be signed by each incorporator. The names of the incorporators as set out in Article V should correspond with the signatures.
12. FEES: Make remittance payable to the State of Michigan. Include corporation name on check or money order.
ORGANIZATION FEE: BASED ON AUTHORIZED SHARES (Insert fee)
PLUS NONREFUNDABLE FEE:
TOTAL MINIMUM FEE:
$
+$
10.00
$
Authorized Shares
1-60,000
60,001-1,000,000
1,000,001-5,000,000
5,000,001-10,000,000
More than 10,000,000
Fee
$50.00
$100.00
$300.00
$500.00
$500.00 for first 10,000,000 plus $1000.00 for each additional 10,000,000,
or portion thereof
Documents that are endorsed filed are available at www.michigan.gov/corpentitysearch. If the submitted document is not fileable, the notice of refusal to
file and document will be available at the Rejected Filings Search website at www.michigan.gov/corprejectedsearch.
Optional expedited service.
Expedited review and filing, if fileable, is available for all documents for profit corporations, limited
liability companies, limited partnerships and nonprofit corporations.
The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific
document.
Please complete a separate CSCL/CD-272 form for expedited service for each document submitted
in person or by mail.
24-hour service - $50 for formation documents and applications for certificate of authority.
24-hour service - $100 for any document concerning an existing entity.
Same day service
Same day - $100 for formation documents and applications for certificate of
authority.
Same day - $200 for any document concerning an existing entity.
Rev
iew completed on day of receipt. Document and request for same day expedited
service must be received by 1 p.m. EST OR EDT.
Two hour - $500
Rev
iew completed within two hours on day of receipt. Document and request for two hour
expedited service must be received by 3 p.m. EST OR EDT.
One hour - $1000
Review completed within one hour on day of receipt. Document and request for 1 hour
expedited service must be received by 4 p.m. EST OR EDT.
Documents
submitted by mail are delivered to a remote location for receipts processing and are
then forwarded to the Corporations Division for review. Day of receipt for mailed expedited service
requests is the day the Corporations Division receives the request.
Rev. 08/18
•
•
•
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D MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS (Kallas Restaurant Accounting)

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Completed 13 January 2021

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