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EX-3.10 10 sw-20241231xex3d10.htm EXHIBIT 3.10 Smurfit Westrock plc - Certificate of Incorporation of Smurfit WestRock US Holdings Corporation (formerly known as Latour Merger Sub Corporation)*

Exhibit 3.10

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

LATOUR MERGER SUB CORPORATION

LATOUR MERGER SUB CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law (the “DGCL”) of the State of Delaware (the “Corporation”), does hereby certify that:

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted resolutions proposing and declaring advisable the following amendment to the certificate of incorporation of the Corporation:

SECOND: Article I is hereby amended to read in its entirety as follows:

ARTICLE I The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Smurfit WestRock US Holdings Corporation.”

THIRD: That the foregoing amendment was duly adopted by the sole stockholder of the Corporation by written consent in accordance with Section 228 of the DGCL.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL.

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IN WITNESS WHEREOF, Latour Merger Sub Corporation has caused this Certificate of Amendment to be executed by an authorized officer, on June 14, 2024.

LATOUR MERGER SUB
CORPORATION

By:

/s/ Gillian Carson-Callan

Name:

Gillian Carson-Callan

Title:

Secretary

[Signature to Certificate of Amendment]


State of Delaware
Secretary of State
Division of Corporations
Delivered 05:18 PM 09/08/2023
FILED 05:18 PM 09/08/2023
SR 20233454125 - File Number 7665333

CERTIFICATE OF INCORPORATION

OF

LATOUR MERGER SUB CORPORATION


I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Latour Merger Sub Corporation

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware (the “DGCL”) or any successor statute.


ARTICLE IV

Section 1. The Corporation shall be authorized to issue one thousand (1,000) shares of capital stock, all of which shall be shares of common stock, par value $0.01 per share (the “Common Stock”).

Section 2. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and

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privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article VII.

ARTICLE VIII

The liability of the Corporation’s directors and officers to the Corporation or its stockholders shall be eliminated to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may be amended from time to time. Any repeal or amendment of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer existing at the time of such repeal or amendment.

ARTICLE IX

The name and mailing address of the incorporator is Alec G. Miller, Esq., c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator herein named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 8 day of September, 2023.

/s/ Alec G. Miller

Alec G. Miller

Incorporator

[Certificate of Incorporation of Latour Merger Sub Corporation Signature Page]