CERTIFICATE OF RETIREMENT
Published on October 6, 1998
Exhibit 3.06
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
Page 1
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
RETIREMENT OF "INTUIT INC.", FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF
SEPTEMBER, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9305220
DATE: 09-16-98
CERTIFICATE OF RETIREMENT
OF
SERIES A PREFERRED STOCK
OF
INTUIT INC.
Intuit Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), certifies as
follows:
FIRST: On February 1, 1993, the Corporation filed with the Delaware
Secretary of State a Certificate of Incorporation authorizing 33,000,000 shares
of authorized stock, consisting of two classes: 30,000,000 shares of Common
Stock, par value $0.01 per share, and 3,000,000 shares of Preferred Stock, par
value $.01 per share, and designating 1,800,000 of the shares of Preferred Stock
of the Company as Series A Preferred stock, par value $0.01 per share with the
powers, preferences, rights, limitations and restrictions specified therein.
SECOND: On December 14, 1993, the Corporation filed a Certificate of
Amendment of Certificate of Incorporation that increased the number of shares of
authorized stock to 63,000,000 shares consisting of two classes: 60,000,000
shares of Common Stock, par value $0.01 per share, and 3,000,000 shares of
Preferred Stock, par value $0.01 per share.
THIRD: On January 18, 1996, the Corporation filed a Certificate of
Amendment of Certificate of Incorporation that increased the number of shares of
authorized stock to 253,000,000 shares, consisting of two classes: 250,000,000
shares of Common Stock, par value $0.01 per share, and 3,000,000 shares of
Preferred Stock, par value of $0.01 per share.
FOURTH: On March 12, 1993, 1,655,082 shares of the Series A Preferred
Stock of the Corporation were converted into shares of the Corporation's Common
Stock and ceased to be outstanding, leaving 144,918 shares of Series A Preferred
Stock authorized but unissued.
FIFTH: Article IV, Part C, Section 7 of the Corporation's Certificate of
Incorporation prohibits the reissuance of the converted Series A Preferred Stock
as Series A Preferred Stock.
SIXTH: Pursuant to the provisions of Section 243 of the General
Corporation Law of Delaware, 1655,082 shares of the Series A Preferred Stock of
the Corporation are hereby retired.
EXECUTED effective this 16th day of September, 1998.
INTUIT INC.
By: /s/ CATHERINE L. VALENTINE
-------------------------------
Catherine L. Valentine
Vice President, General Counsel
and Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/16/1998
981359426 - 2324451