HomeMy WebLinkAboutI - H State of Florida Documents1 certify from the records of this office that DOWNTOWN MIAMI MALL LLC is a
Delaware limited liability company authorized to transact business in the State of
Florida, qualified on March 23, 2005.
The document number of this limited liability company is M05000001553.
I further certify that said limited liability company has paid all fees due this office
through December 31, 2006, that its most recent annual report was filed on
June 29, 2006, and its status is active.
I further certify that said limited liability company has not filed a Certificate of
Withdrawal.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Thirtieth day of June, 2006
CR2E022 (01-06)
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Depurtittru
of 'tutr
I certify from the records of this office that DOWNTOWN MIAMI HOTEL LLC is a
Delaware limited liability company authorized to transact business in the State of
Florida, qualified on March 23, 2005.
The document number of this limited liability company is M05000001552.
I further certify that said limited liability company has paid all fees due this office
through December 31, 2006, that its most recent annual report was filed on
March 9, 2006, and its status is active.
I further certify that said limited liability company has not filed a Certificate of
Withdrawal.
CR2E022 (01-06')
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-eighth day of June, 2006
C.
{-31 ulib
of tutE
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APPLICATION BY FOREIGN LIMITED LIABILITY COMPANY FOR AUTIIOR.IZATIC f1O
TRANSACT BUSINESS IN FLORIDA 6,5
JN COLI -INCE 1VTI -I & T7 N 60 .503, FONDA STATUTE THE' FOL OR40 1S SUIZUTIED70 REGE ER A FO
IMIT DlROIL 'COUPAN TOR IC"TE INTHES VEoFFLORln4:
2.Delaware
(Jurisdiction under the law of which foreign limited liability
company is organized)
1,Downtown Miami Hoz.el LLC
-Name of!'oreign Landed Lia&Tty Company)
3. Applied for
Zlt number, if applicable)
4, March 16, 2005
(bate of -Organization) uration: Year limited liability company wit1 cease to
exist or "perpetual")
6.
N/A
Perpetual
(Date first transacted business in Florida, if prior to registration.)
(See sections 608.501 & 608302 F.S. to determine penalty liability)
7 2711 Centerville Road, Suite 400
Wilmington, DE 19801
(Street Address of Principal O ce)
8. If limited liability company is a manager -managed company, check here
9. The name and usual business addresses of the managing members or managers are as follows;
Downtown. Miami Management Inc.
c/o Argent Ventures LLC, 551 Fifth Avenue, 34th Floor
New York, New York 10176
10. Attached is an original certiacate ofexistence, no more than 90 days old, duly autivrticated by the official having custody of lcccnds in
the juriscEction ttn r the law ofwhich it isor to zed. (A photocopy is rroiacceptable. lithe certificate is in a fxeign language, a
translation of the certificate under r of the translator must be submitted)
11. Nature of business or purposes to be conducted or promoted in Florida: Acquire and own real
estate and other lawful acts as limited. ,}o y DE law and the operating Agreement
Signature of a member or an authorized representative of a member,
(In accordance with section 608.408(3), F.S., the execution ofthis document constitutes
an affirmation under the penalties of perjury that the facts stated herein are true )
Mitchell. R. Lubart, authorized person
Typed or printed name of signee
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CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 608.415 or 608.507, FLORIDA STATUTES, THE
UNDERSIGNED LINII fh.D LIABILITY COMPANY SUBMITS THE FOLLOWING STATEMENT
TO DESIGNATE A REGIS 1 I✓RED OFFICE ANt) REGISTERED AGENT IN THE STATE OF
FLORIDA.
I . The name of the Limited Liability Company is:
Downtown Miami Hotel LTC
2. The name and the Florida street address of the registered agent and office are:
Corporation Service Company
(Name)
1201 Hays Street
Florida Street Address (Pd). Box NO ACCEPTABLE)
Tallahassee
FL 32301
City7gtatei2p
Having been named as registered agent and to accept service of process for the above stated limited
liability company at the place designated in this certificate, ! hereby accept the appointment as registered
agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar with and accept the
obligations of my position as registered agent as provided for in Chapter 668. Florida Statutes.
Corporation Service Company
BY' 1,` Deborah D. Skipper
(Signature) Asst. V. Pres.
S 100.00 Filing Fee for Application
S 25.00 Designation of Registered Agent
S 30.00 Certified Copy (optional)
$ 5.00 Certificate of Status (optional)
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PAGE 1
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "DOWNTCWN MIAMI HOTEL LLC" IS DULY
FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD
STANDING AND HAS A LEGAL EXISTENCE _SO FAR AS THE RECORDS OF THIS
OFFICE SHOW, AS OF THE TWENTY-SECOND DAY OF MARCH, A.D. 2005.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "DOWNTOWN
MIAMI HOTEL LLC" WAS FORMED ON THE SIXTEENTH DAY OF MARCH, A.D.
2005.
3941053 8300
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3760981
050235791 DATE: 03-22-05
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APPLICATION BY FOREIGN LIMITED LIABILITY COMPANY FOR AU
TRANSACT BUSINESS IN FLORIDA
IN COMPLIA E PI'I77Z SECTION 608503, FLORICA STATITES THE FOLLOTIVG 15 S7 a tflW
i,tFFITIED L IIEWI G . F'4NYTO TR CTBiENESS IN7HE STATEOF ROMA:
cp
am'- "5.
)Z ION TO
t
,TO REGISTER A FOREGN
l.Downtown Miami mail. LLC
{Name or'Foreign Limited Liability Company)
2,Delaware 3. Applied for
7turisdictiott under the law of which foreign limited liability (Fti number, if applicable)
company is organized)
0
4. March 16, 2005 5. Perpetual.
(Date of Organization) (:Duration: Year timitediliability company wilt cease to
exist or "perpetual")
6. N/A
(Date first transacted business In Florida, if prior to registration,)
(See sections 608.501 & 608.502 F.S. to determine penalty Liability)
2711 Centerville Road, Suite 400
Wilmington, DE 29801
(Street Address of —Principal Office)
8. If limited liability company is a manager -managed company, check here 0
9. The name aid usual business addresses of the managing members or managers are as follows:
Downtown Miami Management Inc -
c/o Argent Ventures LLC, 551 Fifth Avenue, 34th Floor
New York, New York 10176
10. Attached is an original certificate ofexistence, na maretiruti 90 days old, duly authenticated by theoffici91 ltavirtg custody oftmords in
the jutisdiction under the law of which itisat nixed. (A photocopy isnotaxeptable. Iftltceertiftr e is in a ixip ianguage,a
transl.tion ofthe aatificate under oath ofthe translatormust be ruled)
11. Nature of business or purposes to be conducted or promoted in Florida: Acquire and own real
estate and other lawful acts as limited by DE law and the Operating Agreement
/114 A
Signature of a member or an authorized representative of a member.
(in accordance with section 608.408(3), F.S., the execution of this document constitutes
an affirmation under the penalties of perjury that the facts stated herein are true.)
Mitchell R, Lubart, authorized person
Typed or printed narne of signee
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CERTIFICATE OF' DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 608.4I 5 or 508.507, FLORIDA STATUTES, TI IE
UNDERSIGNED LIMITED LIABILITY COMPANY SUBMIT'S THE FOLLOWING STATEMENT
TO DESIGNATE A REGIS i LRED OFFICE AND REGISTERED AGENT IN THE STATE OF
FLORI DA.
I. The name of the Limited Liability Company is:
Downtown. Miami Mali LLC
2. The name and the Florida street address of the registered agent and office are:
Corporation Service Company
(Name)
1201 Hays Street
Florida Street Address (P.O. Box NOT ACCEPTABLE)
Tallahassee FL 32301
City/State/Zip
Having been named as registered agent and to accept service of process for the above stated limited
Liability company at the place designated in this certificate, Ihereby accept the appointment as registered
agent and agree to act in this capacity. If urther agree to comply with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar with and accept the
obligations of my position as registered agent as provided for in Chapter 608, Florida Statutes.
Corporation Service Company
By:
(Signature)
Deborah 0. Skipper
-Asst. V. Pres.
S 100.00 Filing Fee for Application
S 25.00 Designation of Registered Agent
S 30.00 Certified Copy (optional)
S 5.00 Certificate of Status (optional)
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The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "DOWNTOWN MIAMI MALL LLC" IS DULY
FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND TS IN GOOD
STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS
OFFICE SHOW, AS OF THE TWENTY-SECOND DAY OF MARCH, A.D. 2005.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "DOWNTOWN
MIAMI MALL LLC" WAS FORMED ON THE SIXTEENTH DAY OF MARCH, A.D.
2005.
3941057 8300
4rt-LLA-'9
1-iarriet Smith Windsor, Secretary of State
AUTHENTICATION: 3760993
050235806 DATE: 03-22-05