Attached files
Exhibit 3.1
STATE OF WYOMING
Office of the Secretary of State
I, MAX MAXFIELD, SECRETARY OF STATE of the STATE OF WYOMING, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled.
CERTIFICATE OF INCORPORATION
American Xanthan Corporation
Accordingly, the undersigned, by virtue of the authority vested in me by the law, hereby issues this Certificate.
I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 17th day of December, 2013.
MAX MAXFIELD
|
|||
Secretary of State
|
|||
By:
|
Rosalie Gonzales
|
||
(SEAL)
|
|||
Filed Date: 12/1712013
|
Max Maxfield, WY Secretary of State
|
|
FILED: 12/17/2013 01:37PM
|
|
ID: 2013-000655720
|
ARTICLES OF INCORPORATION
OF
American Xanthan Corporation
FIRST. The name of the corporation is:
American Xanthan Corporation
SECOND. Its registered office in the State of Wyoming is located at 1712 Pioneer Ave.
Ste 100 Cheyenne, Wyoming 82001. This Corporation may maintain an office, or offices, in such other
place within or without the State of Wyoming as may be from time to time designated by the Board of
Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all meetings of Directors and
Stockholders, outside the State of Wyoming as well as within the State of Wyoming.
THIRD. The objects for which this Corporation is formed are:
(A) To do all things necessary or convenient to carry out its business and affairs, including
without limitation power to:
(B) Sue and be sued, complain and defend in its corporate name;
(C) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by
impressing or affixing it or in any other manner reproducing it;
(D) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws
of this state, for managing the business and regulating the affairs of the corporation;
(E) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise
deal with, real or personal property, or any legal or equitable interest in property, wherever located;
Received
|
Received
|
|
Dec 12, 2013
|
Dec 6 2013
|
|
Secretary of State
|
Secretary of State
|
|
Wyoming
|
Wyoming
|
(F) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part
of its property;
(G) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell,
mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or
obligations of, any other entity;
(H) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds,
and other obligations which may be convertible into or include the option to purchase other
securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its
property, franchises, or income;
(I) Lend money, invest and reinvest its funds, and receive and hold real and personal
property as security for repayment;
(J) Be a promoter, partner, member, associate, or manager of any partnership, joint venture,
trust, or other entity;
(K) Conduct its business, locate offices, and exercise the powers granted by this act within or
without this state;
(L) Elect directors and appoint officers, employees, and agents of the corporation, define
their duties, fix their compensation, and lend them money and credit;
(M) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share
bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former
directors, officers, employees, and agents;
(N) Make donations for the public welfare or for charitable, scientific, or educational
purposes;
(O) Transact any lawful business; and
(P) Make payments or donations, or do any other act, not inconsistent with law, that furthers
the business and affairs of the corporation.
FOURTH. The total number of voting common stock authorized that may be issued
by the Corporation is 500,000,000 shares of common stock with $0.0001 nominal or par value. Said
shares may be issued by the corporation from time to time for such considerations as may be fixed by
the Board of Directors.
FIFTH. The governing board of the corporation shall be known as directors, and the
number of directors may from time to time be increased or decreased in such manner as shall be
provided by the By-Laws of the Corporation, providing that the number of directors shall not be
reduced to fewer than one ( 1 ).
The name and post office address of the first Board of Directors shall be three (3) in number
and listed as follows:
NAME
|
POST OFFICE ADDRESS
|
Alex Liu
|
1712 Pioneer Ave. Ste. 1749
|
Cheyenne, Wyoming 82001
|
|
Michael Waldorf
|
|
David Schwartz
|
|
SIXTH. The capital stock, after the amount of the subscription price, or par value,
has been paid in, shall not be subject to assessment to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the Articles
of Incorporation is as follows:
NAME
|
POST OFFICE ADDRESS
|
Alex Liu
|
1712 Pioneer Ave. Ste. 1749
|
Cheyenne, Wyoming 82001
|
EIGHT. The corporation is to have perpetual existence.
NINTH. In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend
the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its capital stock
paid in; to authorize and cause to be executed mortgages and liens upon the real and personal
property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1) or more
committees, each committee to consist of one or more of the Directors of the Corporation, which, to
the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may
exercise the powers of the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees, shall have such name, or names, as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by
the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding stock entitling
them to exercise at least a majority of the voting power given at a Stockholders meeting called for
that purpose, or when authorized by the written consent of the holders of at least a majority of
the voting stock issued and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its
good will and its corporate franchises, upon such terms and conditions as its board of Directors
deems expedient and for the best interests of the Corporation.
TENTH. No shareholder shall be entitled as a matter of right to subscribe for or
receive additional shares of any class of stock of the Corporation, whether now or hereafter
authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of
stock or other securities convertible into stock may be issued or disposed of by the Board of Directors
to such persons and on such terms as in its discretion it shall deem advisable.
ELEVENTH. No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director
or officer involving any act or omission of any such director or officer; provided, however, that
the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for
acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or
(ii) the payment of dividends in violation of Section 17-16-833 of the Wyoming Statutes; (iii)
for any breach of the director's duty of loyalty, as defined by the Wyoming Business Corporation
Act, to the corporation or its shareholders; or (iv) for any transaction from which the officer or
director derived an improper personal benefit. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation for acts or
omissions prior to such ·repeal or modification.
TWELFTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter
prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders
herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for
the purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Wyoming, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto set my hand
this 6th day of December, 2013.
ALEX LIU
|
||
Alex Liu
|