{"id":41601,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-goldman-sachs-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-goldman-sachs-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-goldman-sachs-group-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Goldman Sachs Group Inc."},"content":{"rendered":"<pre>\n                                                       STATE OF DELAWARE\n                                                       SECRETARY OF STATE\n                                                    DIVISION OF CORPORATIONS\n                                                    FILED 03:15 PM 07\/21\/1998\n                                                        981283699-2923466\n\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                         THE GOLDMAN SACHS GROUP, INC.\n\n\n     FIRST. The name of the Corporation is The Goldman Sachs Group, Inc.\n\n     SECOND. The address of the Corporation's registered office in the State of\nDelaware is Corporation Trust Center, 1209 Orange Street in the City of\nWilmington, County of New Castle. The name of its registered agent at such\naddress is The Corporation Trust Company.\n\n     THIRD. The purpose of the Corporation is to engage in any lawful act or\nactivity for which corporations may be organized under the Delaware General\nCorporation Law.\n\n     FOURTH. The total number of shares of all classes of stock which the\nCorporation shall have authority to issue is 1,000, of which 900 shares of the\npar value of $0.001 per share shall be designated as a Common Stock and 100\nshares of the par value of $0.001 per share shall be designated as Preferred\nStock.\n\n     Shares of Preferred Stock may be issued in one or more series from time to\ntime as determined by the board of directors, and the board of directors is\nexpressly authorized to fix by resolution or resolutions the designations and\nthe powers, preferences and rights, and the qualifications, limitations and\nrestrictions thereof, of the\nshares of each series of Preferred Stock, including the following:\n\n         (a)  the distinctive serial designation of such series which shall\n    distinguish it from other series;\n\n         (b)  the number of shares included in such series;\n\n         (c)  the dividend rate (or method of determining such rate), if any,\n    payable to the holders of the shares of such series, any conditions upon\n    which such dividends shall be paid and the date or dates upon which such\n    dividends shall be payable;\n\n         (d)  whether dividends on the shares of such series shall be cumulative\n    and, in the case of shares of any series having cumulative dividend rights,\n    the date or dates or method of determining the date or dates from which\n    dividends on the shares of such series shall be cumulative;\n\n         (e)  the amount or amounts which shall be payable out of the assets of\n    the Corporation to the holders of the shares of such series upon voluntary\n    or involuntary liquidation, dissolution or winding up of the Corporation,\n    and the relative rights of priority, if any, of payment of the shares of\n    such series;\n\n         (f)  the price or prices at which, the period or periods within which\n    and the terms and conditions upon which the shares of such series may be\n    redeemed, in whole or in part, at the option of the Corporation or\n\n\n\n\n\n                                      -2-\nat the option of the holder or holders thereof or upon the happening of a\nspecified event or events;\n\n     (g) the obligation, if any, of the Corporation to purchase or redeem\nshares of such series pursuant to a sinking fund or otherwise and the price or\nprices at which, the period or periods within which and the terms and\nconditions upon which the shares of such series shall be redeemed or purchased,\nin whole or in part, pursuant to such obligation;\n\n     (h) whether or not the shares of such series shall be convertible or\nexchangeable, at any time or times at the option of the holder or holders\nthereof or at the option of the Corporation or upon the happening of a\nspecified event or events, into shares of any other class or classes or any\nother series of the same or any other class or classes of stock of the\nCorporation, and the price or prices or rate or rates of exchange or conversion\nand any adjustments applicable thereto; and\n\n     (i) whether or not the holders of the shares of such series shall have\nvoting rights, in addition to the voting rights provided by law, and if so the\nterms of such voting rights.\n\n     FIFTH. The name and mailing address of the incorporator is Gregory K.\nPalm, 85 Broad Street, New York, New York 10004.\n\n                                      -3-\n   \n         SIXTH.  The board of directors of the Corporation is expressly\nauthorized to adopt, amend or repeal by-laws of the Corporation.\n\n         SEVENTH. Elections of directors need not be by written ballot except\nand to the extent provided in the by-laws of the Corporation.\n\n         EIGHTH.  The number of directors of the Corporation shall be fixed by\nthe board of directors from time to time pursuant to the by-laws of the\nCorporation.\n\n         NINTH.  A director of the Corporation shall not be liable to the\nCorporation or its stockholders for monetary damages for breach of fiduciary\nduty as a director, except to the extent that such exemption from liability or\nlimitation thereof is not permitted under the Delaware General Corporation Law\nas currently in effect or as the same may hereafter be amended. No amendment,\nmodification or repeal of this Article NINTH shall adversely affect any right or\nprotection of a director that exists at the time of such amendment, modification\nor repeal.\n\n         IN WITNESS WHEREOF, I have signed this certificate of incorporation\nthis 20th day of July, 1998.\n\n\n\n                                           \/s\/ Gregory K. Palm\n                                           -------------------\n                                           Gregory K. Palm\n                                           Incorporator\n    \n\n\n\n                                      -4-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7660],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9573,9575],"class_list":["post-41601","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_industries-financial__securities","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41601","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41601"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41601"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41601"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41601"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}