COVER MEMORANDUM — corporate records submitted with this application
🔴 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 ITEMis a fact that has not been confirmed — see00-PLACEHOLDER-REGISTER.md.
Why this document exists. The corporate records in this package are dated 2026 for a corporation formed in 2017. A reviewer will notice that. There are two ways to handle it: let them notice and wonder, or say it plainly in one paragraph at the front of the file.
Saying it plainly is strictly better. It is the truth, the cure is routine and statutorily provided for, and a file that volunteers the explanation reads as careful. A file that stays quiet about it reads as hoping nobody looks.
⚠️ This memorandum should be reviewed by the attorney and, ideally, issued on the attorney's letterhead over the attorney's signature. It carries far more weight that way. If it goes out over Bobby's signature instead, keep the substance identical.
📞 Before submitting, email certhelp@panynj.gov and confirm in writing that records adopted and dated now, for a corporation formed in 2017, are acceptable. They will be — this is the ordinary cure. But one email removes the only real uncertainty in the approach, and a written answer in the file is worth having.
MEMORANDUM
To: Certification Analyst
Re: ENHANCE BUSINESS CONSULTING INC., formerly ENHANCE AUTO CREDIT INC — corporate governance
documents submitted with the application (NY DOS ID 5238420)
Date: SIGNATURE DATE — the actual date of signing, in 2026
1 · Summary
Enhance Business Consulting Inc. is a New York domestic business corporation formed on November 21, 2017 under the name ENHANCE AUTO CREDIT INC. By Certificate of Amendment filed with the Department of State on June 30, 2026 (file no. 260630002539) it changed its name to its present name. It is the same corporation throughout, bearing Department of State ID No. 5238420; no new entity was formed and no interest in it changed hands.
Robert C. Knuckles Jr. is its sole shareholder, sole director and sole officer, owning one hundred percent of its issued and outstanding shares, and no other person has at any time since its formation held any share, directorship or office in it.
As is common in closely held corporations of this kind, the corporation did not prepare or maintain by-laws, organizational minutes, a stock certificate or a stock ledger at the time of its formation. Those records have now been prepared and adopted.
2 · The records are dated when they were made
The by-laws, written consents, stock ledger, stock certificate and capital acknowledgment submitted with this application are dated in 2026, on the dates they were actually executed. None of them is backdated and none purports to have existed before its execution date.
Each recites the corporation's history accurately — its formation date, the continuous 100% ownership by Mr. Knuckles since formation, and the acts taken on the corporation's behalf since 2017 — and each adopts, ratifies and confirms those matters as of the date of execution.
We have taken this approach deliberately, in preference to reconstructing documents bearing 2017 dates. A record created in 2026 and dated 2017, submitted to a public agency in support of an application supported by a sworn verification, would misstate a material fact. A missing record is an ordinary and curable condition; a misdated one is not.
3 · The approach is the one New York law provides for
New York's Business Corporation Law contemplates each of these steps for a corporation in this posture:
| Step taken | Authority |
|---|---|
| Organizational action contemplated by written instrument rather than at a meeting | BCL § 404(b) — "Any action permitted to be taken at the organization meeting may be taken without a meeting if each incorporator or his attorney-in-fact signs an instrument setting forth the action so taken." Cited to show that New York contemplates organizational action without a meeting. It is not the authority for the consents submitted here, which are signed by the shareholder and the director rather than by the incorporator. |
| Shareholder action by written consent | BCL § 615(a), with § 615(d): consent so given "shall have the same effect as a valid vote of holders of such number of shares." |
| Board action by written consent, filed with the minutes | BCL § 708(b) — "the resolution and the written consents thereto … shall be filed with the minutes of the proceedings of the board." |
| Sole director | BCL § 702(a) — "The board of directors shall consist of one or more members. … If not otherwise fixed under this paragraph, the number shall be one." |
| One person holding all offices | BCL § 715(e) — "When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices." |
| By-laws adopted by the shareholder | BCL § 601(a) — initial by-laws are adopted by the incorporator at the organization meeting; thereafter by-laws "may be adopted, amended or repealed by a majority of the votes cast by the shares at the time entitled to vote in the election of any directors." By-laws are not filed with the Department of State. |
| Stock ledger maintained as the record of ownership | BCL § 624(a) — the corporation "shall keep … 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." |
| Consideration for shares | BCL § 504(a) — money, property, or labor or services performed for the corporation or in its formation are each valid consideration, and the board's judgment as to value is conclusive absent fraud. § 504(d) — shares without par value may be issued for consideration fixed by the board. |
| Certificate contents and signatures | BCL § 508(c) (what a certificate states on its face) and § 508(a) (who signs it). |
Note on the request for "minutes of the first corporate organizational meeting." No organizational meeting was held, and we have not created minutes of a meeting that did not occur. In its place we submit the written instruments that New York law treats as the equivalent — the written consent of the sole shareholder and the written consent of the sole director, both of which recite the organizational actions and both of which are filed in the corporation's minute book as § 708(b) directs.
4 · The stock certificate and the stock ledger
After a diligent search of the corporation's records,
STATE THE RESULT OF THAT SEARCH — CONFIRM WITH BOBBY, REGISTER ITEM B4. If a 2017 certificate exists, describe it here and delete the issuance language below.
If no certificate was previously issued, Certificate No. NUMBER submitted herewith has now been
issued to Mr. Knuckles and recorded in the corporation's stock ledger.
🔴 Do not send this paragraph as it stands. It asserts a negative — that no certificate was ever issued — which nobody has confirmed, to an analyst, in a package whose credibility is its whole value. Register item B4 is open. If a 2017 certificate turns up afterwards, this sentence is the one that will be quoted back.
The corporation is required by BCL § 624(a) to keep that record, and the ledger submitted here is that record. It shows that Mr. Knuckles has held one hundred percent of the corporation's shares continuously since their original issuance in 2017, that the corporation has a single class of stock — 200 authorised shares of common stock without par value, as the Department of State's own entity record confirms — and that no share has ever been transferred, pledged or encumbered. The 2026 change of the corporation's name was not a transfer and effected no change in its ownership.
5 · Department of State record — four disclosures
(a) The corporation's former name. As stated in § 1, the corporation was ENHANCE AUTO CREDIT INC from its formation until June 30, 2026. Its Certificate of Incorporation, and its bank, tax and operating records for those years, bear that name. They are records of this corporation. The Certificate of Amendment effecting the change is a public filing and is available from the Department of State under DOS ID 5238420.
(b) The address of record. The address for service of process presently on file with the Department of State — 134 North Avenue, Suite 204, New Rochelle, New York 10801 — is a former address of the corporation. Its principal office is 607 Nereid Avenue, Bronx, New York 10470, the address stated throughout this application and reflected in its SAM.gov and SBA records. The corporation was formed in Westchester County in 2017 and its address of record has not been updated since; the biennial statement described in (c) corrects that.
(c) The county of record. Because BCL § 402(a)(3) requires a certificate of incorporation to state "the county within this state in which the office of the corporation is to be located," the Department of State's record for this corporation reads Westchester. Its office is now in Bronx County. The corporation is filing a Certificate of Change under BCL § 805-A to change the stated location of its office, a change the board may authorise under BCL § 803(b)(1), at the $30 fee set by BCL § 104-A(f).
(d) The biennial statement. The Department of State's record shows the corporation's biennial statement under BCL § 408 as past due. Four filing periods have elapsed — statements were due November 30 of 2019, 2021, 2023 and 2025 — and none was filed. The corporation is filing, at the $9 fee prescribed by BCL § 104-A(r), together with any fine lawfully assessed under BCL § 409(2). Under BCL § 408(1)(c) the address given in the statement "shall supersede any previous address on file with the department of state for this purpose," so that filing also corrects the mailing address described in (b). It does not reach the county — BCL § 803(b) treats the office location and the process address as separate changes, and § 805-A(b) says expressly that a change of the process address "shall not be deemed to effect a change of location of the office of the corporation." Hence the two filings.
The corporation's status on the Department of State's record is and has remained Active.
We disclose all four here so that they are understood rather than discovered.
6 · What this does not change
Nothing in the corporation's ownership or control has changed. Mr. Knuckles has owned one hundred percent of this corporation — under its former name and under its present one — since November 21, 2017, and has controlled it alone throughout. A change of name, a corrected address of record and a late biennial statement are administrative matters; none of them touches ownership or control. The records now submitted document that history; they do not create it.
Respectfully submitted,
_______________________________________
ATTORNEY NAME AND FIRM — or, if issued by the owner, Robert C. Knuckles Jr., President
Prepared as a draft for attorney review. Not legal advice. Not executed.