Certificate of Domestication of Salix Pharmaceuticals, Ltd. Pursuant to Delaware General Corporation Law Section 388

Summary

This document certifies that Salix Pharmaceuticals, Ltd., originally incorporated as Salix Holdings, Ltd. in the British Virgin Islands in 1993, is domesticating as a Delaware corporation. The company will continue under the name Salix Pharmaceuticals, Ltd. and lists its principal business address in Raleigh, North Carolina. The certificate is executed by the company's Chief Executive Officer, confirming the accuracy of the information and the corporation's intent to become a Delaware entity.

EX-2.1 3 dex21.txt CERTIFICATE OF DOMESTICATION Exhibit 2.1 CERTIFICATE OF DOMESTICATION OF SALIX PHARMACEUTICALS, LTD Pursuant to Section 388 of the General Corporation Law of Delaware, the undersigned corporation hereby submits the following for the purpose of domesticating in Delaware, and does hereby certify as follows. 1. The name of the corporation is Salix Pharmaceuticals, Ltd. (the "Corporation"). 2. The Corporation's original Memorandum of Association was filed on December 24, 1993, under the name Salix Holdings, Ltd., in the British Virgin Islands. 3. The post-domestication name of the Corporation as set forth in its Certificate of Incorporation shall be Salix Pharmaceuticals, Ltd. 4. The Corporation's principal place of business is 8540 Colonnade Center Drive, Suite 501, Raleigh, North Carolina 27615 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Domestication to be executed on its behalf by Robert P. Ruscher, its Chief Executive Officer, this ___ day of _________, 2001, hereby declaring and certifying that this is the act and deed of the Corporation and that the facts stated herein are true. SALIX PHARMACEUTICALS, LTD. By: ___________________________________ Robert P. Ruscher, Chief Executive Officer