EX-3.9 6 a2219038zex-3_9.htm EX-3.9

Exhibit 3.9

 

CERTIFICATE OF FORMATION

 

OF

 

GEORGIA GULF CHEMICALS & VINYLS, LLC

 

1.                                      The name of the limited liability company is Georgia Gulf Chemicals & Vinyls, LLC.

 

2.                                     The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is Corporation Trust Company.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Georgia Gulf Chemicals & Vinyls, LLC this 8th day of October, 1999.

 

 

 

 

/s/ John E. Zamer

 

John E. Zamer

 

Authorized Person

 

 

 

STATE OF DELAWARE

 

 

SECRETARY OF STATE

 

 

DIVISION OF CORPORATIONS

 

 

FILED 04:00 PM 10/08/1999

 

 

991427795 - 3108938

 


 

 

 

STATE OF DELAWARE

 

 

SECRETARY OF STATE

 

 

DIVISION OF CORPORATIONS

 

 

FILED 09:00 AM 09/01/2000

 

 

001445908 - 3108938

 

Certificate of Amendment to Certificate of Formation

 

of

 

GEORGIA GULF CHEMICAL & VINYLS, LLC

 

It is hereby certified that:

 

1.                                      The name of the limited liability company (hereinafter called the “limited liability company”) is GEORGIA GULF CHEMICAL & VINYLS, LLC

 

2.                                      The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof of the following new statement:

 

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.”

 

 

Executed on August 21, 2000.

 

 

 

/s/ Joel I. Beerman

 

JOEL I. BEERMAN, VICE PRESIDENT

 

 

DELL D-:CERTIFICATE

 

OF AMENDMENT TO CERTIFICATE

 

OF FORMATION 01/98

 

(#3048)

 

 


 

 

 

STATE OF DELAWARE

 

 

SECRETARY OF STATE

 

 

DIVISION OF CORPORATIONS

 

 

FILED 09:00 AM 12/31/2001

 

 

010675974 - 3108938

 

CERTIFICATE OF MERGER

 

MERGING

 

NORTH AMERICA PLASTICS, LLC

 

WITH AND INTO

 

GEORGIA GULF CHEMICALS & VINYLS, LLC

 

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, Georgia Gulf Chemicals & Vinyls, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”),

 

DOES HEREBY CERTIFY:

 

FIRST: That the name and state of formation of each of the domestic limited liability companies which are to merge (the “Constituent Entities”) are as follows:

 

Name

 

State of Formation

 

 

 

Georgia Gulf Chemicals & Vinyls, LLC

 

Delaware

 

 

 

North America Plastics, LLC

 

Delaware

 

SECOND: That an Agreement and Plan of Merger has been approved, adopted, executed, and acknowledged by each of the Constituent Entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act.

 

THIRD: That the name of the surviving limited liability company of the merger is Georgia Gulf Chemicals & Vinyls, LLC

 

FOURTH: The merger shall become effective as of 11:59 p.m. on December 31, 2001.

 

FIFTH: That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving limited liability company, the address of which is: 400 Perimeter Center Terrace, Suite 595, Atlanta, Georgia 30346.

 

SIXTH: A copy of the Agreement and Plan of Merger has been furnished to the sole member of the surviving limited liability company and the sole member of the merging limited liability company.

 


 

SEVENTH: That anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Managers of the Company at any time prior to the time that this merger being filed with the Secretary of State of the State of Delaware becomes effective.

 

IN WITNESS WHEREOF, this Certificate of Merger is hereby executed as of this 31st day of December, 2001.

 

 

 

 

GEORGIA GULF CHEMICALS & VINYLS, LLC

 

 

 

By: Georgia Gulf Corporation, its sole member

 

 

 

 

 

 

By:

/s/ Joel I. Beerman

 

 

Name:

JOEL I. BEERMAN

 

 

Title:

VICE PRESIDENT

 


 

State of Delaware

 

 

Secretary of State

 

 

Division of Corporations

 

 

Delivered 09:10 AM 01/29/2013

 

 

FILED 09:10 AM 01/29/2013

 

 

SRV 130100183 - 3108938 FILE

 

 

 

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION OF

GEORGIA GULF CHEMICALS & VINYLS, LLC

 

Georgia Gulf Chemicals & Vinyls, LLC (the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Act of the State of Delaware, does hereby certify:

 

1.                                      The name of the Company is Georgia Gulf Chemicals & Vinyls, LLC.

 

2.                                      The certificate of formation of the Company is hereby amended by deleting Article 1 thereof and substituting in lieu thereof the following Article 1:

 

“1.                                 The name of the limited liability company is Axiall, LLC.”

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 29th day of January, 2013.

 

 

 

 

/s/ Timothy Mann, Jr.

 

Timothy Mann, Jr., as Sole Manager of the

 

Company

 


 

 

Axiall Corporation
115 Perimeter Center Place
Suite 460
Atlanta, Georgia 30346

 

 

CONSENT TO USE OF NAME

 

Axiall Corporation, a Delaware corporation (the “Company”), hereby consents to the use of the name “Axiall, LLC” in connection with the change of the name of Georgia Gulf Chemicals & Vinyls, LLC, a Delaware limited liability company, to Axiall, LLC.

 

IN WITNESS WHEREOF, the Company has caused this Consent to be executed this 29th day of January, 2013.

 

 

 

 

AXIALL CORPORATION

 

 

 

 

 

 

By:

/s/ Timothy Mann, Jr.

 

Name:

Timothy Mann, Jr.

 

Title:

Executive Vice President, General

 

 

Counsel and Secretary