EX-3.1A 3 dex31a.htm ARTICLES/CERTIFICATE OF MERGER Articles/Certificate of Merger

Exhibit 3.1a

LOGO

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number 2797279

Articles/Certificate of Merger

(15 Pa.C.S.)

X Domestic Business Corporation (§ 1926)

Domestic Nonprofit Corporation (§ 5926)

Limited Partnership (§ 8547)

Name

Pepper Hamilton LLP

Address

200 One Keystone Plaza

North Front and Market Streets

P.O. Box 1181

Harrisburg, PA 17108-1181

City

State

Zip Code

Document will be returned to the name and address you enter to the left.

Fee: $108 plus $28 additional for each Party in addition to two

Filed in the Department of State on OCT 30 2003

Secretary of the Commonwealth

In compliance with the requirements of the applicable provisions (relating to articles of merger or consolidation), the undersigned, desiring to effect a merger, hereby state that:

1. The name of the corporation/limited partnership surviving the merger is:

Keystone Automotive Operations, Inc.

2. Check and complete one of the following:

X The surviving corporation/limited partnership is a domestic business/nonprofit corporation/limited-partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a) Number and Street City State Zip County

44 Tunkhannock Avenue Exeter PA 18643 Luzerne

(b) Name of Commercial Registered Office Provider County

The surviving corporation/limited partnership is a qualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a) Number and Street City State Zip County

(b) Name of Commercial Registered Office Provider County

The surviving corporation/limited partnership is a nonqualified foreign business/nonprofit corporation/limited partnership incorporated/formed under the laws of and the address of its principal office under the laws of such domiciliary jurisdiction is:

Number and Street City State Zip County


             
    3.  

The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business/nonprofit corporation/limited-partnership and qualified foreign business/nonprofit corporation/limited partnership which is a party to the merger are as follows:

   
      Name                    Registered Office Address                    Commercial Registered Office Provider                    County    
   

Keystone Merger Sub, Inc. c/o Corporation Service Company                                                                                   Dauphin

   
   

 

   
   

 

   
             

 

             
   

4. Check, and if appropriate complete, one of the following:

   
   

  X  

  The plan of merger shall be effective upon filing these Articles/Certificate of Merger in the Department of State.    
   
   

 

  The plan of merger shall be effective on:                      at                     .    
                                                                                 Date               Hour    
             

 

                 
   

5. The manner in which the plan of merger was adopted by each domestic corporation/limited partnership is as follows:

   
   

Name

 

Manner of Adoption

   
    Keystone Automotive Operations, Inc.  

By approval of both the Shareholders and the Board of Directors pursuant to Section 1924(a) of the PA Business Corporation Law.

   
           
    Keystone Merger Sub, Inc.  

By approval of both the Sole Shareholder and the Board of Directors pursuant to Section 1924(a) of the PA Business Corporation Law.

   
             

 

             
    6.   Strike out this paragraph if no foreign corporation/limited partnership is a party to the merger. The plan was authorized, adopted or approved, as the case may be, by the foreign business/nonprofit corporation/limited partnership (or each of the foreign business/nonprofit corporations/limited partnerships) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated/organized.    
             

 

             
   

7. Check, and if appropriate complete, one of the following:

   
   
   

         

  The plan of merger is set forth in full in Exhibit A attached hereto and made a part hereof.    
   
   

  X  

  Pursuant to 15 Pa.C.S. § 1901/§ 8547(b) (relating to omission of certain provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative provisions of the Articles of Incorporation/Certificate of Limited Partnership of the surviving corporation/limited partnership as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation/limited partnership, the address of which is.    
   

44 Tunkhannock Avenue                    Exeter                     PA                    18643                     Luzerne

   
      Number and street                     City                     State                     Zip                       County    
             

 


   

 

IN TESTIMONY WHEREOF, the undersigned corporation limited partnership has caused these Articles/Certificate of Merger to be signed by a duly authorized officer thereof this

   
   
   

    30th    

  day of       October    ,    
   
    2003.    
   
   

Keystone Automotive Operations, Inc.

   
    Name of Corporation/Limited Partnership    
   
   

LOGO

   
    Signature    
   
   

CEO

   
    Title    
   
   

Keystone Merger Sub, Inc.

   
    Name of Corporation/Limited Partnership    
   
   

LOGO

   
    Signature    
   
   

President

   
    Title    
   
         


Exhibit A

Attached hereto are the Articles of Incorporation of Keystone Merger Sub, Inc., which, except for the name of the surviving corporation (which shall remain Keystone Automotive Operations, Inc.), shall be the Articles of Incorporation of Keystone Automotive Operations, Inc. immediately after the effective time of the merger as set forth in the Agreement and Plan of Merger.