Re: Sandra’s Corporation Statement of Facts: Sandra Seller wants to form a corporation. She has a thriving business in which she buys cheap jewelry and then re-sells it at her store at a substantial profit. She needs some extra cash right now to buy a new store and she does not want to risk her personal assets by taking out a loan. Therefore, Sandra has decided to form a corporation. Sandra would like to sell shares of her business to anybody who is willing to invest in her company, but she wants to limit the total number of shares issued to 100 shares, as she doesn’t want too many people to own the company or make ownership of her corporation overly complex. Sandra’s residence is: 123 Main St. New City, New Tudor Her store is located in downtown Tudorville, in the county of Tudorama. She would like this corporation to be formed as early as possible.

1). Please draft Sandra’s certificate of incorporation 2). Please draft a short letter to Sandra advising her in terms of what other immediate issues she should consider before actually going through with the plan to form a corporation. New York State Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza, 99 Washington Avenue Albany, NY 12231 www.dos.state.ny.us

CERTIFICATE OF INCORPORATION OF

SANDRA’S JEWELRY, INC. (Insert Corporate Name)

Under Section 402 of the Business Corporation Law

FIRST: The name of the corporation is: SANDRA’S JEWELRY, INC.

SECOND: This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

THIRD: The County, within this state, in which the office of the corporation is to be located is: TUDORAMA COUNTY, INC