Corporate records — DRAFT package

🔴 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.

What this is

ENHANCE BUSINESS CONSULTING INC. was formed as a New York domestic business corporation on 2017-11-21 (NY DOS ID 5238420) — 🔴 under the name ENHANCE AUTO CREDIT INC, which it bore until a Certificate of Amendment filed 2026-06-30 (file no. 260630002539) changed it to the present name. The entity is 8y9m old; the name is ten weeks old. Every document in this folder recites both. Like most one-person corporations, it appears never to have created a minute book. Three pending certifications are blocked on the same missing pile:

PANYNJ MWBE application (number withheld) — mandatory documents include by-laws, minutes of the first organizational meeting plus amendments, all issued stock certificates, and the stock ledger. ⚠️ The application auto-deletes 2026-12-01.
SDVOB application (New York State ESD) — By-Laws, Meeting Minutes, Stock Ledger.
APEX application — the same pack.

One pile, three unlocks.

What is here

File	Purpose	MWBE mandatory item it answers
`00-PLACEHOLDER-REGISTER.md`	Read this first. Every unknown fact, as a question for Bobby.	—
`01-BYLAWS.md`	By-laws under NY BCL § 601	"corporation by-laws"
`02-SHAREHOLDER-CONSENT-ORGANIZATIONAL.md`	Sole shareholder written consent adopting by-laws and ratifying organizational acts	"minutes of the first corporate organizational meeting plus amendments"
`03-DIRECTOR-CONSENT-ORGANIZATIONAL.md`	Sole director written consent under BCL § 708(b)	same (board half)
`04-STOCK-LEDGER.md`	Record of shareholders under BCL § 624(a)	"a copy of the stock ledger"
`05-STOCK-CERTIFICATE-NO-1.md`	Certificate text conforming to BCL § 508	"copies of all issued stock certificates"
`06-SUBSCRIPTION-AND-CAPITAL-ACKNOWLEDGMENT.md`	Evidence of consideration under BCL § 504	supports "proof of sources of capitalization"
`07-STATEMENT-OF-SOLE-OWNERSHIP-AND-CONTROL.md`	Notarisable statement of 100% ownership and sole control	supports the certification determination itself
`08-COVER-MEMORANDUM.md`	Plain explanation to the reviewer of why the records are dated 2026	—

Research and citations behind every provision: ../CORPORATE-RECORDS-RESEARCH.md.

⚖️ Every statute quoted here was read in full on 2026-09-08

Not summarised, not taken from a template — read from the consolidated law at nysenate.gov, section by section. That pass found five defects in the first draft of this package, all now corrected:

Was	Is	Why it matters
§ 624(g) quoted as "prima facie evidence of the facts therein stated"	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 package's central argument rested on a quote that stopped one clause early. The prima-facie effect runs for a plaintiff suing the corporation, not for the corporation. The ledger argument now rests on § 624(a)'s keeping duty, which actually supports it.
§ 504(d) cited for "the judgment of the board … shall be conclusive"	That sentence is in § 504(a). § 504(d) is the no-par rule — which now applies, since these shares have no par value	Wrong subsection in a document a reviewer may check
§ 504(h) cited for the holder's rights	§ 504(i). (h) is the rule that certificates may not issue before payment	Wrong subsection
§ 508(a) cited for certificate contents, § 508(b) for signatures	§ 508(c) is contents; § 508(a) is signatures; § 508(b) is the multi-class legend and does not apply	Wrong subsection ×2
§ 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).

⚠️ One live ambiguity found: § 708(b) exists in two separately amended versions, printed side by side in the consolidated law with the note "Separately amended; cannot be put together." One carries a COVID-era sunset on electronic written consent; the other has none. Flagged in 01-BYLAWS.md § 3.6.

The design principle

The certification turns on ownership and control — that Robert C. Knuckles Jr. owns 100% and controls the company alone. Standard corporate templates are built to do the opposite: they distribute ownership and constrain control, because that is what investors pay lawyers for. So no template was adapted. These documents were drafted from the New York Business Corporation Law directly, and each operative provision prints its section number.

Rule applied throughout: if a clause implies a second person, it came out. No board of three. No preferred stock. No second class of common. No vesting. No option pool. No Delaware.

New York expressly permits this shape: - BCL § 702 — "The board of directors shall consist of one or more members." - 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." - BCL § 404 — organizational action may be taken "without a meeting if each incorporator … signs an instrument setting forth the action so taken." - BCL § 708(b) and § 615 — director and shareholder action by written consent.

What an attorney still has to do — this package does not replace one

✅ Authorised shares and par value are settled — 200 shares, no par value, verified 2026-09-08 from the NY DOS entity record itself. The Certificate of Incorporation is still worth ordering for the incorporator's name, which the entity record does not carry. ⚠️ Authorised ≠ issued; the number actually issued is still Bobby's to confirm.
Confirm no earlier by-laws, minute book or certificate exists. A 2017 formation service may have supplied a template kit nobody opened. A conflicting earlier document is worse than either document alone.
Confirm the ratification approach. New York has no DGCL § 204/205-style defective-acts statute; ratification here rests on common law plus §§ 615 and 708(b).
Fix the consideration recital in 06 to match what actually happened in 2017.
🔴 BOTH filings — $9 + $30 = $39. They do different work and BCL § 803(b) lists them as two separate changes. The $9 biennial statement (§ 104-A(r)) cures the past-due status and moves the address for service of process — § 408(1)(c) supersedes the prior address "for this purpose." It does not move the county: that comes from the Certificate of Incorporation under § 402(a)(3), reads Westchester, and changes only by a Certificate of Change under § 805-A, $30 under § 104-A(f). Since the NYC certification is the one the county bites, the $30 filing is the one that answers it. Points to settle with NY DOS (518) 473-2492: whether a six-year-late statement is accepted, whether the four elapsed periods must be filed separately, whether the $250 fine under § 409(2) is demanded, and the Certificate of Change form number.
Advise whether certificates should be issued at all, or the shares recorded as uncertificated under BCL § 508(f), and whether a corporate seal should be adopted.

Order of operations

🔴 Fix the entity structure in SAM. The SBA's free public profile for UEI FTHSR55SMJD4 lists "Limited Liability Company" among its self-certifications while the legal name on the same record says INC. and NY DOS says domestic business corporation. An LLC has no shares, no ledger and no certificates — the three things this package supplies. It is a self-reported SAM field, so it is fixed in SAM, and it should be fixed before anything here is submitted.
File the $9 biennial statement, then the $30 Certificate of Change. The statement is owed regardless and clears the public "Past due" flag; the Certificate of Change is what moves the corporation out of Westchester County on the record, which is the half that matters to a New York City certification.
Bobby answers 00-PLACEHOLDER-REGISTER.md. ⚠️ Ask for pre-2026-06-30 records under the name ENHANCE AUTO CREDIT INC — a search for the present name will come back empty and that emptiness will mean nothing. Order the Certificate of Incorporation from NY DOS for the incorporator's name.
Attorney reviews and finalises.
Execute in this order: 02 (shareholder consent, adopts by-laws) → 01 (by-laws, as adopted) → 03 (director consent) → 06 → 04 → 05 → 07 notarised. 🔴 All of 01–06 must be executed on the SAME DATE; 07 is notarised on that date or later. 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. One sitting, one date, or those two sentences have to be rewritten.
Email certhelp@panynj.gov to confirm in writing that 2026-dated records for a 2017-formed corporation are acceptable. They will be. Get it in writing anyway.
Leave the PANYNJ Acknowledgements and Verification form for last. It is sworn against a finished file.