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Placeholder register

Every unconfirmed fact, as a question. Read this first.

Placeholder register — the facts nobody has confirmed yet

🔴 DRAFT — FOR ATTORNEY REVIEW. NOT EXECUTED. DO NOT SIGN AS-IS.

Prepared 2026-09-08 for ENHANCE BUSINESS CONSULTING INC., NY DOS ID 5238420. Prepared by a non-lawyer for the purpose of reducing a New York attorney's drafting time to review time. This is not legal advice. These documents are intended for attachment to government certification applications accompanied by a notarised affidavit, and must be reviewed, corrected and finalised by a licensed New York attorney before execution.

NOTHING IN THIS DOCUMENT IS BACKDATED. It is dated the day it is actually signed and it recites the corporation's history accurately. See 08-COVER-MEMORANDUM.md.

Every BRACKETED ITEM is a fact that has not been confirmed — see 00-PLACEHOLDER-REGISTER.md.

Nothing below was guessed. Each item appears as a BRACKET in the drafts and must be answered before execution. Do not let anyone fill these in by assumption — several of them are recited in a notarised affidavit.

🔴 A0 · BLOCKER FOUND 2026-09-08 — THE DRAFTS RECITE A NAME THE CORPORATION DID NOT HAVE

NY DOS name history for DOS ID 5238420 (fact 269) returns two rows and nothing else:

File date Document Entity name
2017-11-21 Certificate of Incorporation ENHANCE AUTO CREDIT INC
2026-06-30 12:41:04 Certificate of Amendment — "TRUE NAME" ENHANCE BUSINESS CONSULTING INC.

The entity is 8y9m old. The name is 10 weeks old.

Every document in this folder currently recites "ENHANCE BUSINESS CONSULTING INC. … formed on November 21, 2017," and 08-COVER-MEMORANDUM.md puts that recital inside a proposed notarised affidavit. On 2017-11-21 no corporation existed by that name. This is exactly what rule B5 below warns about: a reconstructed record that contradicts the State's own file.

# What must change Where
A0-1 Recite formation as ENHANCE AUTO CREDIT INC on 2017-11-21, renamed to ENHANCE BUSINESS CONSULTING INC. by Certificate of Amendment filed 2026-06-30 (file no. 260630002539) 01, 02, 03, 04, 05, 06, 07, 08
A0-2 The affidavit must not swear ownership of "Enhance Business Consulting Inc." since 2017 — it must swear ownership of the corporation now known as that name, since 2017 08
A0-3 The stock ledger's original-issuance entry belongs to the corporation under its 2017 name 04, 05
A0-4 ⚠️ The EIN letter almost certainly still says ENHANCE AUTO CREDIT INC. Confirm before any document pairs the new name with that EIN 08, and every certification form

🟢 This is a strength, not a wound, if it is disclosed rather than discovered. A corporation that changed its name on the public record and says so plainly reads as a business that evolved. The same corporation caught reciting a name it did not have reads as a fabricated record.

A · Answered by the Certificate of Incorporation

✅ A1, A2 and A4 were answered 2026-09-08 from the NY DOS entity record itself — free, no order needed (fact 272). stockShareInfoList: [{stockTypeDescriptor: "NO PAR VALUE", stockValue: "0.00000", quantity: "200"}].

# Placeholder Status Answer
A1 SHARES AUTHORIZED ✅ ANSWERED 200 shares. The register was right that 200 is a NY convention — it is also, verified, this company's number.
A2 PAR VALUE ✅ ANSWERED No par value. So the no-par branch of BCL § 504 governs the consideration recital and the board's stated value controls.
A4 ADDRESS FOR SERVICE OF PROCESS AS CURRENTLY FILED ✅ ANSWERED ROBERT KNUCKLES JR, 134 NORTH AVENUE, SUITE 204, NEW ROCHELLE, NY 10801. ⚠️ BOTH filings are needed — see A5-7 below. The $9 biennial statement supersedes this mailing address under BCL § 408(1)(c); the $30 Certificate of Change under § 805-A is what moves the corporation's office and county off Westchester. Fact 276 supersedes 271.
A3 INCORPORATOR NAME 🔴 STILL OPEN Not carried on the DOS entity record. Needs the certificate image or a call to (518) 473-2492. ⚠️ Often the formation service or its attorney, not the owner — if so, document 02 must be restructured.

⚠️ The DOS document-image endpoint returned a FileNet error for every GUID on 2026-09-08, including a known-good positive control — that is a service outage, not "the certificate is unavailable." Retry before paying DOS for copies.

⚠️ A1 does not answer B1. Authorized shares and issued shares are different numbers. Do not carry 200 into the ledger.

⚖️ A5 · STATUTE PASS 2026-09-08 — five citation defects found and corrected

Every section this package quotes was read in full from the consolidated law. The pass found five defects in the first draft. All are corrected in the documents; they are recorded here because a register of unconfirmed facts should also record which confirmed facts turned out to be wrong.

# Was Is
A5-1 🔴 § 624(g) quoted as "prima facie evidence of the facts therein stated" — full stop The statute continues: "in favor of the plaintiff in any action or special proceeding against such corporation or any of its officers, directors or shareholders." The prima-facie effect runs for a plaintiff suing the corporation. The package's headline argument rested on a quote that stopped one clause early. It now rests on § 624(a)'s keeping duty, which supports it properly.
A5-2 § 504(d) cited for "the judgment of the board … shall be conclusive" § 504(a). § 504(d) is the no-par rule — newly relevant, since these shares have no par value
A5-3 § 504(h) cited for the holder's rights and privileges § 504(i). (h) is the bar on issuing certificates before payment
A5-4 § 508(a) cited for certificate contents; § 508(b) for signatures § 508(c) = contents; § 508(a) = signatures; § 508(b) is the multi-class legend and does not apply
A5-5 § 615 quoted as "the same force and effect as a unanimous vote of shareholders" § 615(d): "the same effect as a valid vote of holders of such number of shares." A paraphrase inside quotation marks is a misquoted statute

Verified correct as quoted: § 715(e) · § 404(b) · § 708(b) · § 702(a) · § 601(a) · § 624(a) · § 504(a) · § 508(c) · § 508(f).

Two new points the pass produced, both now in the drafts: - § 601(a) first sentence puts initial by-laws in the incorporator's hands at the organization meeting. There was no such meeting. The authority for adopting by-laws now is the paragraph's second sentence — "Thereafter … by-laws may be adopted … by a majority of the votes cast by the shares" — which does not depend on who the incorporator was. That is a better answer than the drafts previously gave. - § 615(b) requires a written consent to be delivered to the corporation within sixty days. Trivially satisfied where the sole shareholder is also the officer with custody of the book — but the consent should say so rather than leave it.

🔴 A5-7 · A SIXTH DEFECT, FOUND BY THE VALIDATOR AND CORRECTED THE SAME DAY — and it was in the correction, not the original. The revised drafts said the $9 biennial statement made a Certificate of Change unnecessary. It does not. Two different things sit on the DOS record and BCL § 803(b) lists them as separate changes: "(1) To specify or change the location of the corporation's office. (2) To specify or change the post office address to which the secretary of state shall mail a copy of any process." The biennial statement reaches only (2) — § 408(1)(c) supersedes the prior address "for this purpose," and § 408(1) has no office-location field. The county comes from the Certificate of Incorporation under § 402(a)(3), still reads Westchester, and moves only by a Certificate of Change under § 805-A, $30 under § 104-A(f). § 805-A(b) says it outright: a change of the process address "shall not be deemed to effect a change of location of the office of the corporation."

⇒ Both filings. $9 + $30 = $39. And the county is the half that fact 260 actually cared about — a reviewer sees a Westchester corporation applying for a New York City certification.

Tested empirically before concluding, because the statute alone could not rule out that DOS derives the displayed county from the process address: across 18 sampled domestic corporations the two diverge in both directions — county Dutchess with a New York City process address, county Bronx with process addresses in Mount Vernon, Scarsdale and Wyckoff NJ — while the majority do agree, so the field is real and simply not derived.

⚠️ A5-6 · One live ambiguity, not a defect. BCL § 708(b) exists in two separately amended versions, printed side by side in the consolidated law under the note "Separately amended; cannot be put together." One carries a COVID-era sunset on electronic written consent; the other permits it by "electronic mail, text, or other secured platform" with no sunset. 01-BYLAWS.md § 3.6 tracks the second and flags it for the attorney.

🔴🔴 A6 · BLOCKER — SAM/SBA CALLS THIS COMPANY AN LLC, AND THIS PACKAGE IS A CORPORATION'S FILE

Found 2026-09-08 by the independent validator, re-verified against the SBA's own free API (fact 277). The SBA Small Business Search record for UEI FTHSR55SMJD4 contains, in one record:

Field Value
legal_business_name ENHANCE BUSINESS CONSULTING INC.
meili_self_certifications Minority-Owned Business · For Profit Organization · Limited Liability Company · Black American Owned

A limited liability company has no shares, no stock ledger and no stock certificates — the three things this package exists to supply. An analyst who opens the free SBA profile and then reads a stock ledger has an inconsistency handed to them at no cost.

⚠️ It is a self-certification field, flowing from the SAM registration — not an SBA determination. So the fix is in SAM.gov, not with the SBA, and it is Bobby's account.

🔗 It fits the known name hazard: a third name, "Enhance Business Consulting Group LLC", is already recorded as having been in circulation.

⛔ Do not submit this package while SAM and NY DOS disagree about what kind of entity this is. Correct SAM, then re-pull the SBA endpoint to confirm it propagated.

(The same pull confirms the SDVOSB/VOSB recital in 07 § 5 is accurate — Active 2026-08-20 → 2029-08-20 — so that sentence stands.)

B · Only Bobby knows — ask him directly

# Placeholder Appears in The question to actually ask
B1 SHARES ISSUED — CONFIRM WITH BOBBY 01, 02, 03, 04, 05, 06, 07 "How many shares of the company do you own?" If he does not know, the answer comes from the certificate plus whatever was actually issued — not from a guess.
B2 CONSIDERATION PAID — CONFIRM WITH BOBBY 03, 04, 06 "What did you put into the company to start it — money, equipment, or your own work?" All three are valid consideration under BCL § 504, including "labor or services actually received by or performed for the corporation … or in its formation."
B3 DATE OF INITIAL CAPITAL CONTRIBUTION — CONFIRM WITH BOBBY 03, 04, 06 A 2017 bank statement is best evidence. If it is gone, the accountant's opening balance sheet or the first year's return.
B4 WAS A PHYSICAL CERTIFICATE EVER ISSUED? — CONFIRM WITH BOBBY 03, 05, 08 If yes and it exists — photograph it and submit that; do not create a replacement. If yes but lost, 03 must recite a lost-certificate affidavit and replacement. If never issued, the corporation issues Certificate No. 1 now, or elects uncertificated shares under BCL § 508(f).
B5 DO ANY PRIOR CORPORATE RECORDS EXIST? — CONFIRM WITH BOBBY all 🔴 The most important question in this register. Ask it before finalising anything. A formation-service minute book that contradicts these drafts damages the file more than having no records at all.
B6 FISCAL YEAR END — CONFIRM WITH BOBBY 01 The accountant knows. Almost certainly 31 December — confirm, do not assume.
B7 ANNUAL MEETING MONTH — CONFIRM WITH BOBBY 01 Choose something the corporation will actually observe going forward.
B8 CORPORATE SEAL — does one exist? CONFIRM WITH BOBBY 01, 03, 05 New York does not require a seal. If none exists the drafts should say so rather than reference one.
B9 BANK NAME AND ACCOUNT — CONFIRM WITH BOBBY 03 Needed only if the optional banking resolution in 03 is kept. Separately useful: MWBE also demands a bank signature card, resolution, or letter.
B11 DATE THE BRONX ADDRESS BECAME THE PRINCIPAL OFFICE 07 🔴 Added 2026-09-08 by the validator. The sworn statement said the Bronx address "is and has been" the principal office — in the same paragraph that concedes New Rochelle was a former address, and against a DOS record showing the corporation formed in Westchester County. Both cannot be true. Give the actual date, or write "is" and stop. This is a sworn document; do not paper over it.
B10 SIGNATURE DATE — the actual date of signing, in 2026 all 🔴 The real date the pen touches the paper. Never 2017. Never any date earlier than the day of signature.

C · For the attorney to decide

# Placeholder Appears in Issue
C1 ATTORNEY TO CONFIRM: ratification approach under New York law 02 New York has no DGCL § 204/205 analog; this rests on common-law ratification plus §§ 615 and 708(b).
C2 ATTORNEY TO CONFIRM: certificated vs uncertificated shares 05 BCL § 508(f) permits uncertificated shares and for a sole owner that is arguably simpler — but MWBE asks for "all issued stock certificates," which argues for issuing one.
C3 ATTORNEY TO CONFIRM: indemnification scope under BCL §§ 721–726 01 The by-laws draft takes a deliberately conservative position.
C4 ATTORNEY TO CONFIRM: subscription agreement vs acknowledgment form for document 06 06 Depends entirely on the answers to B2 and B3.
C5 ATTORNEY TO CONFIRM: whether the corporation has made a NY S-corp election under Tax Law § 660(a) 01, 06 Affects nothing in these documents directly, but the accountant should not be surprised by them.

🔴 The one rule

If a fact is not known, it stays in brackets. A guessed share count, recited in a document sworn before a notary and filed with a certifying agency, is a materially false statement. A blank is an inconvenience. A wrong number is a different category of problem entirely.