For the attorney

These are drafts prepared by a non-lawyer to reduce your drafting time to review time. They are not legal advice and are not executed. They are intended for attachment to three government certification applications — Port Authority NY&NJ M/WBE, New York State ESD SDVOB, and APEX. Document 07 is drafted to be sworn before a notary.

Two things worth knowing before you start:

• Every statute quoted here was read in full from the consolidated law, not taken from a template or a summary. Where a citation was wrong in an earlier draft, the correction is recorded in the document itself rather than quietly fixed — so you can see what moved and why.
• The highlighted items are facts nobody has confirmed. There are 101 of them. They are not oversights; they are deliberately left open because guessing at them is the failure mode this package exists to avoid. 00 · Placeholder register lists every one.

Three reviews have run over these documents and found thirty defects between them. The first was the drafter's own statute pass — five bad citations, including a quote of BCL § 624(g) that stopped immediately before the clause limiting it to "the plaintiff in any action against such corporation." The second was an independent read-only pass. The third was a different model family entirely, and it found the class the first two had walked past: assertions sworn in document 07 that the package's own register admits are unconfirmed — the notary venue pre-filled, a residence assumed from a business address, and flat denials of bank-signatory and share-encumbrance facts that nobody has checked.

The open-item count went up after each review. That is the right direction, and it is why this is in front of you rather than in front of a notary.

The documents

• 00 · Placeholder registerEvery fact nobody has confirmed, written as a question. Read this one first.22 open items
• Package overviewWhat the nine documents are, the statute pass, and the order of execution.1 open items
• 01 · By-lawsOne shareholder, one director, one officer. Every clause prints the BCL section that authorises it.11 open items
• 02 · Shareholder consentWritten consent in lieu of the organization meeting. Adopts the by-laws. Execute first.9 open items
• 03 · Director consentThe board half — officers, share issuance, the ledger, and the two State filings.10 open items
• 04 · Stock ledgerThe record of shareholders required by BCL § 624(a).10 open items
• 05 · Stock certificateCertificate text under BCL § 508(c), signed as § 508(a) requires.8 open items
• 06 · Capital acknowledgmentWhat was put in to start the company, under BCL § 504.15 open items
• 07 · Statement of ownership and control⚠️ This is the one sworn before a notary. Sign it last.10 open items
• 08 · Cover memorandumThe one-page explanation handed to the certification analyst.5 open items

Order of execution

1. 02 shareholder consent — adopts the by-laws
2. 01 by-laws, as adopted
3. 03 director consent
4. 06 → 04 → 05
5. 07 notarised, last

🔴 01 through 06 must be executed on the same date. 03 recites that the shareholder consent was given "the date hereof" and 02 refers to the director's consent "of even date" — both recitals become false the moment the two are signed on different days. 07 is notarised on that date or later.

Three things that block execution

• SAM says LLC. The SBA's free public profile self-certifies this entity as a "Limited Liability Company" while New York says domestic business corporation. An LLC has no shares, no ledger and no certificates — three of the documents below. Fix SAM first.
• The share count actually issued is unknown. New York's record gives 200 shares authorised, no par value. How many were issued is a different number and only the owner or his accountant knows it.
• Nobody has confirmed whether a 2017 minute book or certificate exists. A formation-service binder that surfaces later and contradicts these documents is worse than having no records at all.