20050518Letter with amended registration.pdf

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Regulatory Department SBC Long Distance
5850 W. Las Positas Blvd,
Pleasanton, CA 94588
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May 16, 2005
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Jean Jewell, Secretary
Idaho Public Utilities Con1illission
472 West Washington
.. Boise, Idaho 83702
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Re:Notification of Consummation of Internal Corporate Reorganization of Long
Distance, Inc., and Conversion of SBC Long Distance, Inc. to a Limited Liability
Company
Dear Ms. Jewell:
On May 5 , 2005 , a)etter was filed by our legal counsel, Eric . Fishman of Holland &
Knight LLP , advising the Commission that the internal corporate reorganization described in the
letters to the Commission dated November 17, 2004 and February 14 2005 had been completed.
As a part of this corporate reorganization, SBC Long Distance converted from a corporation to a
limited liability company.
In the May 5th letter, we informed the Commission that SBC Long Distance had filed to
revise its registration to transact business in the State of Idaho to reflect its conversion to a
limited liability company, and that SBC Long Distance would provide the Commission with a
copy of its amended registration upon its issuance by the Idaho Secretary of State.
Enclosed is a copy of the Registration of Foreign Limited Liability Company issued to
SBC Long Distance, LLC by the Idaho Secretary of State.
As previously requested in the May 5th letter, SBC Long Distance respectfully requests
the Commission to issue a revised certificate in the name of SBC Long Distance, LLC d/b/a SBC
Long Distance, to the extent such action is required, to reflect this legal name change.
Should the Commission have any questions regarding this ' matter, please feel free to
contact' me directly.
Sincerely,
Norman W. Descoteaux
Associate Director - Regulatory
Tel: [phone]
Attachments
Registration of Foreign Limited Liability Company
te of Idah
, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that I am
the custodian of the limited liability company records of this State.
I FURTHER CERTIFY That the annexed is a full , true and complete duplicate of
the application for registration of foreign limited liability company of SBC LONG
DISTANCE , LLC , a DELAWARE limited liability company, received and filed in this
office on 6 May 2005 under the file number W 39100 , including any amendments filed
thereto, as appears Of record in this office as of this date.
Dated: 6 May 2005
SECRETARY OF STATE
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253
APPLICA TION FOR
REGIS TRA TION OF FOREIGN
LIMITED LIABILITY COMPANY
(Instructions on back of application)
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1. The name of the limited liability company is:
SBC Long DistanCe liC
: If the name of the limited liability company is not permissible or is not available in Idaho
the name the foreign limited liability company will use in Idaho is:
3. The jurisdiction under whose laws the limited liability company is orgCinized is: Ddaw8rc
and the date of Its formation was: 1f!~~/?4-0~
4. The name and address of the registered agent in Idaho is:
C T corporation System. c/o C T Corporation SYS1t:fO, 300 North 6th Stn.cl, Boise, Idaho 83702
5. The address of the limited liability company s office in the jurisdiction under whose laws
it is organized is: c/o The Corporation Trust Company
Corporation Trust Center , 1209 Orange Street i Wilmington~19801
6. The address of the limIted liability company s principal office. if other than the address
in #5 above, is:
5850 Wc5t Las Posi~:s Blvd., PIe-e.santon, CA 945gB
7. The address to which corrEspondence should be addressed ks:
5850 West Las PositAS Blvd,. Pleasanron. CA 94588
8. Signature of a manager) if any, or a member
if there are no managers.
Signature
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, Secretary of Stale use only
Typed Name
IDAHO SECRETARY OF STATE05/'06/2005 05:
CK: 6422 CT: 28168 BH: 889978
1 ~ 199.90 = 188.88 REGFORGLLC # 5
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'Tne first State
I r HARRIET SMITH WINDSOR , SECRETARY OF STATE OF THE STATE
D2.I..AWARR, .00 ~F~CERTIFY "SBC LONG DISTANCE,. I.Lc~r 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 TBIS
OFFICE SHOW,. AS OF THE TWENTY-NINTH DAY OF APRIL, A.D. 2005.
AND DO HEREBY FURTHER CERTIFY THAT THE ANNUAL RBPOR'l'S HAVE
BEIZN FILED TO DATE-
AND I IXJ HEREBY FCJRTHER CERTIFY THAT THE ANNUAL TAXES BAVE
BEEN PAID TO DATE-
2521835 Harriet Smith Windsor, Secretary of Stal:e
AUTHENTICATION: 3846773
DATE; 04-29-05
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