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Stock ledger

The record of shareholders required by BCL § 624(a).

STOCK LEDGER — RECORD OF SHAREHOLDERS

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

Prepared 2026-09-08 for ENHANCE BUSINESS CONSULTING INC., NY DOS ID 5238420 — a corporation formed 2017-11-21 under the name ENHANCE AUTO CREDIT INC and renamed by Certificate of Amendment filed with the New York Department of State on 2026-06-30 (file no. 260630002539). Both names refer to the same corporation and the same DOS ID. 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.


🔑 This is the most important document in the package, and it is worth saying why.

The instinct is that the stock certificate proves ownership and the ledger is bookkeeping. In New York it is the other way round, and the reason is BCL § 624(a), which makes keeping a record of shareholders a statutory duty: the corporation "shall keep … at the office of the corporation in this state … a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof."

🔴 A correction to the earlier draft of this note, made 2026-09-08. It cited § 624(g) as providing that those books "shall be prima facie evidence of the facts therein stated" — and stopped the quotation one clause early. The full text is: "The books and records specified in paragraph (a) shall be prima facie evidence of the facts therein stated in favor of the plaintiff in any action or special proceeding against such corporation or any of its officers, directors or shareholders." The statutory prima-facie effect runs in favour of a plaintiff suing the corporation, not in the corporation's own favour. Do not cite § 624(g) to a certification analyst as though the Corporation's books prove the Corporation's case. A reviewer who looks it up finds the limiting clause, and then everything else in the file is read differently.

The argument stands without it. A stock certificate carries no statutory evidentiary weight at all; it is a representation of what the ledger records, and § 508(f) shows New York is content for shares to have no certificate. Where no certificate was ever issued — the ordinary situation in a one-person corporation — New York courts look to the stock ledger, the board resolutions authorising issuance, subscription documents and minutes.

🔴 A citation corrected 2026-09-08 — read the case before repeating it. An earlier draft said that in Perkins v Small "the Second Department held that submissions showing intent and delivery of a corporate kit were insufficient 'in the absence of a written record.'" The case is real (Perkins v Small, 2026 NY Slip Op 04216, 2d Dept, July 1, 2026, docket 2023-09179) and the phrase is verbatim — but it stops one clause early and the characterisation drifts. The actual sentence: "The defendants' submissions, purportedly demonstrating the father's donative intent and delivery of the corporate kit, were insufficient to establish transfer of ownership in the absence of a written record as required by the Corporation's stock certificate."

Three differences that matter: it is about proving a transfer of shares (a claimed inter vivos gift), not about proving ownership in the first place; the written-record requirement came from that corporation's own stock certificate, not from the BCL or from general law; and the court was denying summary judgment to both sides on triable issues of fact — it decided who owned the company not at all.

⚠️ Do not cite Perkins to a certification analyst for the proposition that a corporation needs written records to prove ownership. It does not say that. What it fairly illustrates, in one sentence at most, is that when ownership of a closely held New York corporation is contested, courts want a contemporaneous written record and are unmoved by testimony about donative intent and the handing over of a corporate kit. ATTORNEY TO CONFIRM: whether to cite this case at all

So the cure for a missing certificate is an accurate ledger, not a manufactured certificate. This document is that ledger. It should be maintained going forward, not filed and forgotten.


RECORD OF SHAREHOLDERS

(STOCK LEDGER)

ENHANCE BUSINESS CONSULTING INC.

(formerly ENHANCE AUTO CREDIT INC)

A New York domestic business corporation · Department of State ID No. 5238420 Maintained pursuant to New York Business Corporation Law § 624(a)

Principal office: 607 Nereid Avenue, Bronx, New York 10470 Date of formation: November 21, 2017, under the name ENHANCE AUTO CREDIT INC Name changed: June 30, 2026, to ENHANCE BUSINESS CONSULTING INC., by Certificate of Amendment filed with the New York Department of State, file no. 260630002539 Ledger established: SIGNATURE DATE — the actual date of signing, in 2026


Part 1 — Authorised Capital

Classes of stock authorised Common Stock — one class only
Shares authorised 200
Par value None — shares without par value
Preferred stock authorised None
Other classes or series authorised None

Verified 2026-09-08 from the New York Department of State entity record for DOS ID 5238420, which reports the Corporation's authorised stock as NO PAR VALUE — quantity 200. Not estimated. ⚠️ Authorised is not issued. The number in Part 2 below is a different fact and is still open.


Part 2 — Record of Shareholders

Shareholder Address Certificate No. Shares Class Date of issuance Consideration Transferred
Robert C. Knuckles Jr. 607 Nereid Avenue, Bronx, NY 10470 CERTIFICATE NO. — 1 if issued now; the existing number if a 2017 certificate exists; "Uncertificated" if § 508(f) is elected SHARES ISSUED — CONFIRM WITH BOBBY Common DATE SHARES WERE ISSUED — CONFIRM WITH BOBBY CONSIDERATION PAID — CONFIRM WITH BOBBY None

⚠️ The issuance date is not the contribution date. BCL § 624(a) requires the record to show "the dates when they respectively became the owners of record thereof." Money may have gone in before or after the shares were issued. Keep the two dates separate and do not copy one into the other.

Total issued and outstanding: SHARES ISSUED — CONFIRM WITH BOBBY shares of Common Stock. Held by: Robert C. Knuckles Jr. — 100%.


Part 3 — Transfer Record

Date From To Certificate surrendered Certificate issued Shares

No shares of the Corporation have ever been transferred, pledged, encumbered, or otherwise disposed of.

📌 The 2026 name change is not a transfer and does not belong in this table. The Corporation changed its name; it did not issue, cancel or reissue a share. The shares recorded in Part 2 are the same shares, held by the same person, in the same corporation.


Part 4 — Statement of Ownership and Control

As of the date of this record:

  1. The Corporation has one (1) shareholder of record: Robert C. Knuckles Jr.
  2. He owns one hundred percent (100%) of the issued and outstanding shares.
  3. The Corporation has one class of stock outstanding — Common Stock. There is no preferred stock, no second class of common, and no series of any class.
  4. There are no outstanding options, warrants, convertible securities, subscriptions, phantom equity, profit interests, or other rights entitling any person to acquire shares of the Corporation.
  5. There are no shareholder agreements, voting agreements, voting trusts, proxies, buy-sell agreements, or other arrangements restricting, transferring, or directing the voting or disposition of any shares.
  6. No shares are subject to any vesting, repurchase right, or forfeiture condition.
  7. There are no liens, pledges or security interests of record against any shares of the Corporation. ATTORNEY / BOBBY TO CONFIRM: no shares pledged as collateral for any loan or MCA
  8. The Corporation has one (1) director, Robert C. Knuckles Jr., as permitted by BCL § 702(a).
  9. Robert C. Knuckles Jr. holds every office of the Corporation, as permitted by BCL § 715(e).
  10. The Corporation was formed on November 21, 2017 under the name ENHANCE AUTO CREDIT INC and changed its name to ENHANCE BUSINESS CONSULTING INC. by Certificate of Amendment filed June 30, 2026. The change of name affected neither the identity of the corporation nor the ownership of its shares.

🎯 Parts 3 and 4 are what a certifying reviewer is actually reading for. They are stated as explicit negatives rather than left to inference, because an unstated absence reads to a reviewer as an unanswered question.


Part 5 — Certification

The undersigned, being the Secretary of ENHANCE BUSINESS CONSULTING INC., certifies that the foregoing is the record of shareholders of the Corporation maintained pursuant to New York Business Corporation Law § 624(a), that it is true, correct and complete as of the date below, and that it is kept at the principal office of the Corporation.


_______________________________________ Robert C. Knuckles Jr., Secretary

Dated: SIGNATURE DATE — the actual date of signing, in 2026


⚠️ Note as to dating

This ledger was established on the date shown above. It records issuances and events that occurred earlier, including the original issuance of shares, and states their actual dates. The ledger itself is not backdated and does not purport to have existed before the date of its establishment.

📌 Going forward

This is a live record, not a filing. Every issuance, transfer, cancellation or change of shareholder address must be entered when it happens, and the ledger kept with the minute book at the principal office. BCL § 624(b) gives any shareholder of record the right, on five days' written demand, to examine the minutes of shareholder proceedings and the record of shareholders.


Prepared as a draft for attorney review. Not legal advice. Not executed.