EX-3.19

SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. The principal place of business of the Corporation is 3499 Dabney Drive, Lexington, Kentucky 40509.

To engage in any lawful act or activity for which corporations may be formed under the General Corporation Law of the State of Delaware.

To carry on any lawful business and to do any and everything necessary or convenient for the accomplishment of any of the purposes thereof or the attainment of any one or all of the objects incidental thereto or for the enhancement of the value of the business or properties of the Corporation or which shall at any time appear conducive thereto or expedient; to have all the rights, powers, and privileges now or hereafter conferred by the laws of the State of Delaware upon corporations organized under its General Corporation Law or under any act amendatory thereof, supplemental thereto or substituted therefor.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is ONE THOUSAND (1,000) shares of Common Stock, without par value.

FIFTH: The holders of the Common Stock shall have the right, pro rata, according to their total respective holdings of Common Stock and on such terms and conditions as the Board of Directors may determine, to purchase or subscribe for any of the authorized but unissued shares of Common Stock which the Corporation may hereafter issue; provided, however, that any such right to purchase or subscribe for any such shares of Common Stock or any such obligation shall be nontransferable.

SIXTH: The incorporator is Teresa F. Gabbard, whose mailing address is 925 Diedrich Drive, Flatwoods, Kentucky 41139.

SEVENTH: Subject to the limitations imposed by this Article SEVENTH, the business affairs of the Corporation shall be managed by the Board of Directors, and the Directors need not be elected by ballot unless required by the Bylaws of the Corporation.

The following powers shall not be vested in the Directors but shall be reserved in and exercised only by the Shareholders of the Corporation:

B. The power to borrow money and/or to mortgage, pledge or otherwise encumber assets of the Corporation.

C. The power to sell all or substantially all of the assets of the Corporation or to merge, consolidate or to liquidate the Corporation.

E. The power to grant proxies to vote shares of stock owned or held by the Corporation.

F. The power to guarantee debts or obligations of any other person, corporation or other entity.

EIGHTH: To the full extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, the personal liability of a Director to the Corporation or its Stockholders for monetary damages for breach of fiduciary duty as a Director shall be eliminated; provided, however, that such personal liability shall not be eliminated hereby (i) for any breach of the Director’s duty of loyalty to the Corporation or its Stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the Director derived an improper personal benefit.

In addition to the circumstances in which a Director of the Corporation is not personally liable as set forth in the preceding sentence, a Director shall not be liable to the fullest extent permitted by any applicable law, whenever enacted, or any amendment to the applicable Delaware statutes hereafter enacted that further limits the liability of a Director,

This elimination of such personal liability, and the limitations applicable thereto, are not intended to eliminate or narrow any protection otherwise available to Directors of the Corporation.

NINTH: The names of the persons who are to serve as Directors of the Corporation until the first annual meeting of the Shareholders, or until their successors are elected and qualified, and their mailing addresses are as follows:

TENTH: Subject to the restrictions that the number of Directors shall not be less than three (3), or such larger number as from time to time may be required by the laws of the State of Delaware, the number of Directors may be fixed from time to time by the Bylaws of the Corporation.

ELEVENTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this Certificate of Incorporation, do certify that the fact herein stated are true and, accordingly, have hereto set my hand this 26^th day of September 1995.

/s/ Teresa F. Gabbard

Teresa F. Gabbard

Incorporator

Valvoline International, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law does hereby certify:

FIRST: That the Board of Directors of said corporation by the unanimous written consent of its members, filed with the Minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED: That it is declared advisable to amend the Certificate of Incorporation of this corporation by changing Article FOURTH so that, as amended, said Article shall read as follows:

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is ONE THOUSAND (1,000) shares of Common Stock, without par value. All of the capital stock of the Corporation shall be held, sold, transferred, assigned or otherwise disposed of only in tandem with all of the partnership interests in AshOne C.V. a partnership formed under the laws of the Netherlands.

FURTHER RESOLVED: That the Certificate of Incorporation be amended further by changing Article FIFTH so that, as amended, said Article shall read as follows:

FIFTH: Subject to the limitations imposed by Article FOURTH, the holders of the Common Stock shall have the right, pro rata, according to their total respective holdings of Common Stock and on such terms and conditions as the Board of Directors may determine, to purchase or subscribe for any of the authorized but unissued shares of Common Stock which the Corporation may hereafter issue; provided, however, that any such right to purchase or subscribe for any such shares of Common Stock or any such obligation shall be nontransferable.

SECOND: Other than as amended above, the Certification of Incorporation is unchanged hereby and remains in full force and effect.

THIRD: That in lieu of a meeting and vote of stockholder of the corporation, the stockholder thereof has given unanimous written consent to said amendment in accordance with the applicable provisions of Sections 228 and 242 of the Delaware General Corporation Law.

FOURTH: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, said Valvoline International, Inc. has caused its corporate seal to be hereunto affixed and this certificate to be signed by John C, Biehl, its Vice President, and attested by Steven L. Spalding, its Secretary, this 30^th day of September, 2000.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

/s/ Linda L. Foss

Name: Linda L. Foss

Title: Assistant Secretary

The Board of Directors of Valvoline International, Inc. , a Delaware Corporation, on this 19 day of March , A.D. 2009 , do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Company . 1209 Orange Street, in the City of Wilmington , County of New Castle Zip Code 19801 .

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 19 day of March , A.D., 2009 .


By:		/s/ Tim Light
		Authorized Officer
Name:		Tim Light
		Print or Type
Title:		Vice President

1. The present name of the corporation (the “Corporation”) is Valvoline International, Inc.

2. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 27, 1995 and was amended by a Certificate of Amendment filed with the Secretary of State on November 9, 2000 (as so amended, the “Certificate of Incorporation”).

3. Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

“The total number of shares of stock which the Corporation is authorized to issue is ONE THOUSAND (1,000) shares of Common Stock, without par value.”

4. The foregoing amendment was declared advisable by a resolution duly adopted by unanimous written consent of the directors of the Corporation dated September 2, 2016, and was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the affirmative vote of the sole stockholder of the Corporation.

5. This Certificate of Amendment, and the amendment to the Certificate of Incorporation contemplated herein, shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed this 2nd day of September, 2016.


By:		/s/ Craig A. Moughler
		Name: Craig A. Moughler
		Title: Authorized Officer


John C. Biehl		3499 Dabney Drive
		Lexington, KY 40509

John M. Gordon		3499 Dabney Drive
		Lexington, KY 40509

Lilian D, Williams		3499 Dabney Drive
		Lexington, KY 40509


ATTEST:				VALVOLINE INTERNATIONAL, INC,

/s/ Steven L. Spalding				/s/ John C. Biehl
Steven L. Spalding				John C. Biehl
Secretary				President

(SEAL)