EX-3.5 7 agys-ex35_12.htm EX-3.5 agys-ex35_12.htm

 

 

Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Filing Form Cover Letter Please return the approval certificate to: Address: Name (Individual or Business Name): To the Attention of (if necessary): 1000 Windward Concourse, Suite 250 Agilysys, Inc. Kyle C. Badger Filing Form Cover Letter Please return the approval certificate to: Address: Name (Individual or Business Name): To the Attention of (if necessary): 1000 Windward Concourse, Suite 250 Agilysys, Inc. Kyle C. Badger (Text Box comment Exhibit 3.5 ) City: ZIP Code: Phone Number: E-mail Address: State Alpharetta 30005 (770) 810-7800 Kyle.Badger@agilysys.com Georgia Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding Business Services. Check here if you would like to be signed up for our Filing Notification System for the business entity being created or updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your business record. Please make checks or money orders payable to: "Ohio Secretary of State" Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW) Regular Service: Only the filing fee listed on page one of the form is required and the filing will be processed in approximately 3-7 business days. The processing time may vary based on the volume of filings received by our office. Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 2 business days after it is received by our office. Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 1 business day after it is received by our office. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00 p.m. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The Preclearance will be complete within 1-2 business days. Form 700 Page 1 of 8 Last Revised: 06/2019

 


 

 

 

Form 700 Prescribed by: Toll Free: 877.767.3453 Central Ohio: 614.466.3910 OhioSoS.gov business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two business day processing time. Requires an additional $100.00) P.O. Box 1390 Columbus, OH 43216 For screen readers, follow instructions located at this path. Certificate for Conversion for Entities Converting Within or Off the Records of the Ohio Secretary of State Filing Fee: $99 Form Must Be Typed (CHECK ONLY ONE (1) BOX) Converting Within The Records of the Ohio Converting Off The Records of the Ohio (1) (2) Secretary of State Secretary of State (187-VXX) Name of the converting entity Jurisdiction of Formation Charter/Registration Number Agilysys, Inc. Ohio 317430 The converting entity is a: (Check Only (1) One Box) Domestic Nonprofit Corporation Partnership Domestic For-Profit Corporation Domestic Limited Partnership Foreign Nonprofit Corporation Foreign Limited Partnership Foreign For-Profit Corporation Domestic Limited Liability Partnership Domestic Nonprofit Limited Liability Company Foreign Limited Liability Partnership Foreign Nonprofit Limited Liability Company Domestic For-Profit Limited Liability Company Foreign For-Profit Limited Liability Company The converting entity hereby states that it has complied with all laws in the jurisdiction under which it exists and that those laws permit the conversion. Form 700 Page 2 of 8 Last Revised: 06/2019

 


 

 

 

The converted entity is a: (Check Only (1) One Box) Name of the converted entity Jurisdiction of Formation (The conversion is effective upon the filing of this certificate or on a later date specified in the certificate) Name and address of the person or entity that will provide a copy of the declaration of conversion upon written request. Domestic For-Profit Corporation Domestic Professional Association Foreign Nonprofit Corporation Foreign For-Profit Corporation Domestic Nonprofit Limited Liability Company Foreign Nonprofit Limited Liability Company Domestic For-Profit Limited Liability Company Foreign For-Profit Limited Liability Company Partnership Domestic Limited Partnership Foreign Limited Partnership Domestic Limited Liability Partnership Foreign Limited Liability Partnership Name Mailing Address City Zip Code If the converting entity is a domestic or foreign entity that will not be licensed in Ohio, provide the name and address of the statutory agent upon whom any process, notice or demand may be served. Required information that must accompany conversion certificate if box 2 is checked State Effective Date (MM/DD/YYYY) Name of Statutory Agent Mailing Address City State ZIP Code (Optional) Agilysys, Inc. Delaware Kyle C. Badger 1000 Windward Concourse, Suite 250 Alpharetta 30005 Georgia OH Name of the converted entity Jurisdiction of Formation Agilysys, Inc. Delaware The converted entity is a: (Check Only (1) One Box) Domestic For-Profit Corporation Domestic Professional Association Foreign Nonprofit Corporation Foreign For-Profit Corporation Partnership Domestic Nonprofit Limited Liability Company Domestic Limited Partnership Foreign Limited Partnership Foreign Nonprofit Limited Liability Company Domestic Limited Liability Partnership Domestic For-Profit Limited Liability Company Foreign Limited Liability Partnership Foreign For-Profit Limited Liability Company (The conversion is effective upon the filing of this certificate or on a later date Effective Date (MM/DD/YYYY) specified in the certificate) (Optional) Name and address of the person or entity that will provide a copy of the declaration of conversion upon written request. Kyle C. Badger Name 1000 Windward Concourse, Suite 250 Mailing Address Alpharetta 30005 Georgia City State Zip Code Required information that must accompany conversion certificate if box 2 is checked If the converting entity is a domestic or foreign entity that will not be licensed in Ohio, provide the name and address of the statutory agent upon whom any process, notice or demand may be served. Name of Statutory Agent Mailing Address OH City State ZIP Code See instructions for additional filing requirements if (1)the conversion creates a new domestic entity, (2)the converted entity is a foreign entity that desires to transact business in Ohio; or (3)if a domestic corporation or foreign corporation licensed in Ohio is the converting entity. Form 700 Page 3 of 8 Last Revised: 06/2019

 


 

 

 

By signing and submitting this from to the Ohlo Secretary of state, the undersigned hereby certifies that he or she has the requisite authority to execute this document Required must be signed by an authorized Signature Signature Signature Print name print name print name By ( if applicable By ( if applicable By ( if applicable  Form 700 Page 4 of 8 Last Revised: 06/2019