Exhibit 3.1
STATE OF CALIFORNIA
SECRETARY OF STATE
1921098
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the
Great Seal of the State of
California this
MAR 01 1995
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[State Seal Graphic Omitted] /s/ Bill Jones
Secretary of State
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1921098
ENDORSED
FILED
In the office of the Secretary of State
of the State of California
MAR 01 1995
/s/ Bill Jones
BILL JONES, Secretary of State
ARTICLES OF INCORPORATION
OF
VWR ACQUISITION COMPANY, INC.
I
The name of this corporation is VWR ACQUISITION COMPANY, INC.
II
The purpose of this cororation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
PAUL L. ABBONDANTE
700 EAST LAKE DRIVE, SUITE 50
ORANGE, CALIFORNIA 92666
IV
The total number of shares which this corporation shall be authorized to
issue is: 110,000,000. Said shares shall be in two (2) classes to be designated
Common Voting shares and Preferred Non-Voting shares. The total number of Common
Voting shares authorized shall be 100,000,000 and the total number of Preferred
Non-Voting shares authorized shall be 10,000,000. The class of Common Voting
shares have exclusive voting rights. The class of Preferred Non-Voting shares
shall have no voting rights.
V
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.
Dated: March 1, 1995
/s/ Greg Eriksen
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GREG ERIKSEN, Incorporator
