EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
MICROSOFT CORPORATION
Pursuant to RCW 23B.10.070, the following Restated Articles of Incorporation are hereby submitted for filing:
ARTICLE I
NAME
The name of the corporation is Microsoft Corporation.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the "Corporation" is 5000 Columbia Center, 701 Fifth Avenue, Seattle,
Washington 98104-7078, and the name of the registered agent at such address is PTSGE Corp.
ARTICLE III
PURPOSE
The Corporation is organized for the purposes of transacting any and all lawful business for which a corporation
may be incorporated under the Washington Business Corporation Act, Title 23B of the Revised Code of
Washington, now or hereafter in force (the "Act").
ARTICLE IV
CAPITAL
The total number of shares of stock which the Corporation shall have authority to issue is 2,000,000,000 shares,
which shall consist entirely of 2,000,000,000 shares of common stock, $.00005 par value per share ("Common
Stock"). All shares of Common Stock have one vote per share.
ARTICLE V
NO PREEMPTIVE RIGHTS
Shareholders of the Corporation have no preemptive rights to acquire additional shares of stock or securities
convertible into shares of stock issued by the Corporation.
ARTICLE VI
DIRECTORS
6.1 The number of directors of the Corporation shall be fixed in the manner specified by the bylaws of the
Corporation.
6.2 Vacancies and newly created directorships resulting from any increase in the authorized number of directors
shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining
director, unless for any reason there are no directors in office in which case they shall be filled by a special
election by shareholders.
ARTICLE V
NO PREEMPTIVE RIGHTS
Shareholders of the Corporation have no preemptive rights to acquire additional shares of stock or securities
convertible into shares of stock issued by the Corporat