MEMO. Scope Description: Date: June 24, TO: Procurement File. FROM: Ken Farrington, Compliance & Property Manager

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1 MEMO Date: June 24, 2016 TO: Procurement File FROM: Ken Farrington, Compliance & Property Manager RE: Required Corporate Documents for Contractors and Vendors. Scope Description: In preparing proposals to be reviewed by vingn, this document serves as a basic go to reference that summarizes how to determine who has the authority to sign a contract on behalf of an entity and what types of corporate documentation will be required to determine the entity s valid formation and authority to do business in the U.S. Virgin Islands. These matters are primarily based on what type of business organization is responding to a vingn Solicitation for goods and/or services; as referenced in Section 4.1 of all vingn s Standard Solicitation, (i.e. Compliance with Law; Authority to Do Business, Taxation and Licensing ). For your reference, please see the list below identifying the requirements needed for each type of entity. Please note that these are only general rules, as there may be additional exceptions or business entities not listed which may be evaluated on an individual basis:

2 This is a one owner business which is not incorporated or registered as a limited liability company or other entity. This type of business entity is becoming less common. The sole proprietor may be doing business under a trade name (sometimes referred to by the designation "d/b/a" meaning "doing business as"), in which case the owner should have filed an application and obtained a trade name certificate from the Corporations Division of the Lieutenant Governor's Office. Sole Proprietorship The sole proprietor (in other words, the owner) must sign in his or her own name and, if doing business under a trade name, indicate that as well (for example: Joseph Frank, d/b/a Frank's Cleaning). Employees such as a Sales Clerk are not authorized to sign on behalf of the owner. A sole proprietor should have a business license, and if he or she operates using a trade name, he or she should have a trade name certificate from the Corporations Division of the Lt. Governor's Office.

3 This is a business owned by two or more persons which is not incorporated or registered as a limited liability company (LLC) or limited partnership (LP). In a general partnership, all owners have liability for the debts and obligations of the business. General Partnership Any general partner may sign for a partnership. (For example: James Jones, General Partner). Employees (who are not also partners) may not sign for the partnership. A business license in the name of the partnership and a certified copy of the Statement of Partnership filed with the Corporations Division of the Lt. Governor's Office.

4 This is a business owned by one or more general partners in common with one or more limited partners. The limited partners have no say in business management. There are also limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs). Limited Partnership A general partner must sign for the limited partnership. (For example: VI Tech, LP, a Virgin Islands limited partnership, by Jerry Brown, General Partner). Limited partners are not authorized to sign for a limited partnership. A business license in the name of the limited partnership and a Certificate of Limited Partnership (for Virgin Islands limited partnerships) or Certificate of Registration (for limited partnerships from other states, referred to as "foreign" limited partnerships) from the Corporations Division of the Lt. Governor's Office. The document from the Corporations Division will list the name of each general partner.

5 A business license in the name of the limited partnership and a Certificate of Limited Partnership (for Virgin Islands limited partnerships) or Certificate of Registration (for limited partnerships from other states, referred to as "foreign" limited partnerships) from the Corporations Division of the Lt. Governor's Office. The document from the Corporations Division will list the name of each general partner. Business Entity Limited Liability Company (LLC) Managers of the LLC may sign on behalf of the LLC. If all members have equal right to manage, any member may sign. One way of confirming who has the authority to bind the LLC is to review a copy of the entity's Articles of Organization and Operating Agreement. One or both of these will contain a provision which states whether the entity is member managed or manager managed, and who is authorized to enter into contracts and otherwise bind the entity to legal obligations. While Operating Agreements are often lengthy documents, legal counsel can usually locate the relevant provision quickly. (For example: St. Thomas Technical Services, LLC, by: Hubert H. Hoskins, Manager). There should be a business license in the name of the entity. The Corporations Division of the Lt. Governor's Office issues a Certificate of Existence as proof of the valid status of the entity. (The Certificate of Existence is equivalent to the Good Standing Certificate issued for a corporation).

6 This is one of the most common entities. For example, vingn is a corporation. The business entity is owned by one or more shareholders, and is managed by a Board of Directors which elects the corporate officers who run the day to day affairs of the corporation. Corporation The typical signatory of the corporation authorized to sign contracts binding the corporation is the President. The President's signature is traditionally attested by corporate Secretary, and the corporate seal may be affixed to the attestation. (For example: ABC Corp., a Virgin Islands Corporation, by: Pat Jones, President. Attest: Robert Brown, Secretary). A business license in the name of the corporation, along with a Certificate of Good Standing (for Virgin Islands corporations) or Certificate of Existence (for corporations formed in other states, referred to as "foreign" corporations); if there is a question as to the authority of the person signing, a resolution from the Board of Directors stating the name(s) and title(s) of persons having authority to sign contracts on behalf of the corporation may be requested. Other documents commonly seen in this context are the Annual Report (filed each year with the Corporations Division of the Lt. Governor's Office, which lists the officers of the corporation) or a document called a Certificate of Incumbency (in which an officer, usually the Secretary, certifies who the other officers are).