CERTIFICATE OF INCORPORATION
OF
UPSCALE GLOBAL
A NEW YORK CORPORATION
Pursuant to New York's Business Corporation Law Section 402 (or the corresponding section of
any future law of this state), the undersigned New York corporation submits the following
Certificate of Incorporation for filing.
ARTICLE 1
Name
The exact name of the corporation is UPSCALE GLOBAL.
ARTICLE 2
Corporate Address
The street and mailing address of the corporation's principal registered office is 40 Wall Street,
New York City, Manhattan County, New York 10005.
ARTICLE 3
Purpose
The purpose of the corporation is to engage in any lawful act or activity for which a corporation
may be organized under the Business Corporation Law. The corporation 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.
ARTICLE 4
Registered Agent
1. The name of the initial registered agent is Mena Mikhail.
2. The address of the initial registered agent is 40 Wall Street, New York City, New York
10005.
ARTICLE 5
Email Address
The business email address is info@upscale.global.
ARTICLE 6
Duration
The corporation will exist for a perpetual duration.
ARTICLE 7
Shares
The corporation is authorized to issue up to 0 shares.
The undersigned Incorporator of Upscale Global executed this Certificate of Incorporation
as of the date set forth below:
_____________________ _____________________
Upscale Global LLC Date
40 Wall Street
Manhattan, New York 10005
CONSENT OF REGISTERED AGENT
I, Mena Mikhail, hereby voluntarily consent to serve as registered agent for Upscale Global, a
for-profit corporation, in the state of New York. I understand that, as agent for Upscale Global, it
will be my responsibility to receive service of process in the name of Upscale Global; to forward
all mail to Upscale Global; and to immediately notify the office of the Secretary of State in the
event of my resignation, or any changes in the registered office address of Upscale Global for
which I am its agent.
Mena Mikhail: ____________________ Date: ____________________
Instructions for Your Certificate of Incorporation
The certificate of incorporation sets forth certain basic information about your new for-profit
business as required by your state. The following are some helpful guidelines as you complete
this important document bringing your business into existence.
Corporation Name
Enter the exact proposed corporate name. Include exact spelling, punctuation, and an appropriate
entity identifier such as "corporation" or "incorporated." The corporation name must contain the
word "corporation," "incorporated," or "limited," or an abbreviation of one such words.
In most states, you may search online to determine if your desired corporation name is available.
It is helpful to conduct a search for your new for-profit corporation's proposed business name.
This ensures that your corporation name is unique and will not be confused with other similarly-
named businesses.
Corporate Address and Registered County
For the corporate address, enter the initial and physical street address of the corporation's
principal office within the state. Do not use a post-office box (P.O. Box) address.
Corporation's Mailing Address
If the corporation's initial and physical address is not where the corporation wants to receive
mail, select "Yes" to add a different mailing address. Enter the desired mailing address for the
corporation where prompted. This may be a P.O. Box address.
Purpose
The purpose describes the activities that the corporation will conduct at the time of the initial
filing. The corporation's purpose and activities may change at a later date. However, an initial
description must be provided.
The purpose description may be extremely broad and general. The default general purpose
description is that a corporation may conduct any lawful activities. Select "No" when prompted
to indicate a specific purpose to establish the corporate purpose as any lawful activities.
If the corporation wants to specify the corporation's purpose, select "Yes" when prompted to
indicate a specific purpose. For example, a corporation that creates and hosts websites may have
a specific purpose such as "To register domains and create, design, host, and maintain
commercial websites for customers." The document will still retain the general language that the
corporation may engage in any lawful activities. This ensures that the company does not
unnecessarily limit its activities and options in the future.
Duration
One of the best features of a corporation is its ability to exist in perpetuity. Theoretically, a
corporation may remain in existence forever. Since most corporations do not have an end date in
mind when the corporation is established, most corporations select its duration to be
"Perpetual."
If for any reason your corporation is established for a fixed duration, select the "Limited, ending
on a fixed date" or "Limited, ending in a number of years" option to specify when the
corporation will cease to exist.
Registered Agent: Name, Address, and Consent
A registered agent is also known as a "statutory agent." This may be an individual or a business
entity residing within the corporation's registered state. The registered agent is statutorily
responsible for ensuring reliable communication between the state and the corporation by
receiving and forwarding service of process such as lawsuits, legal documents, notices, or
demands on to the corporation. It is important to note that a corporation may appoint a director or
officer of the corporation as its registered agent, but the corporation itself may not act as its own
registered agent.
It is mandatory that every corporation provide the registered agent's full name. If the registered
agent is a business entity, you should include the entity designation of the business such as "Inc."
or "Co."
It is also mandatory that every corporation provide the address where the registered agent is
required to receive the corporation's legal correspondence. As this address is generally public
information maintained by the state and available to the public, for confidentiality purposes, the
corporation and registered agent may consider using a business entity's physical address rather
than a residential or private address of an individual affiliated with the corporation. LegalNature
provides the registered agent with the option to use the corporation's physical address, the
corporation's mailing address, or any other address where the registered agent is willing and able
to receive mail for the corporation.
To ensure that the registered agent understands his or her responsibilities and to confirm this
understanding to the state, the corporation may include a Consent of Registered Agent form for
the registered agent to execute. The form states that the registered agent agrees to become a
registered agent for the corporation, to receive service of process and forward such
correspondence to the corporation, and to update the state should the registered agent resign or
be replaced. Select "Yes" to the question "Include Statement of Registered Agent's Consent" to
include this form for your registered agent to sign.
Email Address (Optional)
As states move forward to update their procedures and systems to accommodate new forms of
communication such as electronic mail, it may be useful to include your corporation's email
address as an optional communication channel. As states maintain their documents and contact
addresses differently, some of which may be or become public information, the corporation may
consider using a business email address instead of the personal email address of an individual
affiliated with the corporation for privacy purposes.
Authorized Capital
Corporations are owned by their shareholders and each share is a unit of ownership in the
corporation. Shares with the same rights, privileges, limitations, and restrictions are in the same
class of shares.
Shares may be assigned a par value or have no par value. Par value is a nominal value of the
original cost of a share. For example, corporations commonly assign "$0.01" or "$0.001" as par
value for their shares.
For the purposes of satisfying state law, every for-profit corporation must decide the number of
share classes, the shares within each class, and the par value, if any, of each share per share class
that the corporation will be authorized to issue. The authorized share number is the maximum
number of shares that a corporation is legally permitted to issue, although the corporation does
not have to actually issue any of the shares it is authorized to issue. The authorized share number
cannot be zero and may be increased at a later date by amending the certificate of incorporation.
Most for-profit corporations initially establish only one class of shares. This basic one-share class
structure is easy to establish and meets most corporations' initial demands. States only require
information on the number and par value, if any, of the shares authorized.
If your corporation has more than one share class, then for each share class enter the share class
name; the number of shares authorized for issuance within the share class; the par value for a
share within the share class; and the rights, preferences, privileges, and restrictions to the share
class. A popular multi-share class structure is to establish two classes: a common stock class and
a preferred stock class. In addition to the different class names, the preferred stock class may
have different rights, preferences, privileges, and restrictions. For example, your preferred stock
class may have guaranteed dividend distribution right when common stock class does not have
any dividend distribution right. Be concise and enter as much of these distinguishing rights,
preferences, privileges, and limitations for each share class as needed to differentiate the classes.
Note: New York assesses a minimum tax of $10 on shares that the corporation is authorized to
issue. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a
par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue
more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax
of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent
(.05%) of the par value of the shares that have a stated par value.
Number of Directors
Here you enter the initial number of directors. This number may be changed in the corporate
bylaws. This is an optional requirement in most states except for Maryland.
Initial Directors
Here you will give the name and address of each initial director. As with the registered agent's
address, which may be or become public information, the directors may consider using a
business address rather than a residential or private address for privacy purposes. Do not provide
social security numbers, dates of birth, or other private identification information.
Director and Officer Liability
One of the main reasons business owners choose to form a for-profit corporation is to receive
liability protection. Directors and officers of a corporation typically are not personally liable for
monetary damage, even if their corporate decisions, acts, or omissions turn out to be bad
business decisions in hindsight. The rationale is generally to encourage corporate directors and
officers to take action and make business judgments to the best of their ability and without fear
of personal liability at a later date. If the corporation elects to allow such liability protection for
its directors and officers, select "Yes, without restrictions" to provide the maximum personal
liability protection allowable by law.
Corporations may elect to change the typical liability protection for its directors and officers and
may do so in their certificate of incorporation. To write in your own liability protection
restrictions for the directors and officers, select "Yes, with restrictions" and enter your
restrictions in complete sentences. For example, you may specify "Officers are liable for
damages resulting from failure to disclose any potential conflict of interest."
To eliminate all personal liability protection for corporate directors and officers, select "No" to
the question of "Limited Director and Officer Liability."
Additional Articles
Add any additional terms that have not already been addressed in your certificate of
incorporation. Use complete sentences and remember, your certificate of incorporation does not
need to be long or complicated as long as they satisfy state requirements.
Incorporators
An incorporator is a person, or business entity if permitted in your state, that prepares, files, and
verifies the truth and accuracy of the certificate of incorporation, and signs the certificate of
incorporation. In essence, the incorporator sets up the corporation by creating its formation
documents with the state.
List each and every incorporator with their full name and address. As the incorporator's address
may be or become public information, the incorporators may consider using a business address
rather than a residential or private address to protect their privacy. Every listed incorporator must
sign the certificate of incorporation.
Next Steps
• File the Certificate of Incorporation
◦ Execute the certificate of incorporation.
◦ Prepare check or money order payment for $125.00 filing fee plus a $10 minimum tax
on shares that the corporation is authorized to issue, made payable to "Department of
State." The corporation may also pay by credit or debit card by completing the "Credit
Card/Debit Card Authorization Form" available here. Corporations wishing to authorize
more than 200 shares no par value shares, or par value shares totaling more than
$20,000, will incur a ta of more than $10. The tax rate is 5 cents per share of no par
value shares and 1/20th of a percent (.05%) of the par value of the shares that have a
stated par value.
◦ Filing by mail: Mail the executed certificate of incorporation, all supplemental
documents, and filing fee (or Credit Card/Debit Card Authorization Form) to the
Department of State, Division of Corporations, One Commerce Plaza, 99
Washington Avenue, Albany, New York 12232.
◦ Filing in-person: Deliver in-person the executed certificate of incorporation, any
supplemental documents, and filing fee to the Department of Corporations, One
Commerce Plaza, 99 Washington Avenue, 6th Floor, Albany, New York 12231. The
office is open from 9:00AM to 4:30PM, Monday through Friday.
◦ Filing by fax: Fax the executed certificate of incorporation, all supplemental documents,
and a completed Credit Card/Debit Card Authorization Form to the Division of
Corporations at (518) 474-1418.
• Create Corporate Bylaws
◦ Corporate bylaws are a set of rules and procedures used to determine how a corporation
will be run. They are internal documents that facilitate the smooth operation of your new
for-profit corporation. Bylaws do not need to be filed with the state but are fundamental
to a corporation and should be one of the first documents created by a corporation.
LegalNature is prepared with corporate bylaws for your corporation that may be easily
created and immediately adopted for your corporation's use.
• Create a Shareholders' Agreement
◦ If there are two or more shareholders in a corporation, it is also important that they adopt
a shareholders' agreement to ensure that all shareholders are treated fairly and are aware
of each other's management authority as well as rights, duties, and responsibilities
toward the corporation and toward each other. This simple step often avoids perilous
disputes that can devastate a company.
• Hold the First Board of Directors' or Shareholders' Meeting
◦ The first board of directors' or shareholders' meeting is where fundamental decisions
about the corporation are made. For example, this is where the bylaws may be adopted,
officers may be appointed, tax selection of the corporation may be approved, directions
may be given to directors or officers, and authority to open bank accounts, enter into
contracts, or incur other expenses may be approved.
◦ Prior to the meeting, a notice of meeting should be sent to relevant parties.
◦ If no notice for the meeting was given, the waiver of notice should be executed at the
meeting. This form may be found at LegalNature.com.
◦ The meeting details should be documented by a party designated as the meeting
secretary in the meeting minutes.
◦ Any corporate resolutions passed at the first meeting should be recorded in a corporate
resolution form.
◦ If a resolution to issue stock was passed at the first meeting, use LegalNature's stock
certificate to issue the stocks and LegalNature's stock transfer ledger to record the
transactions for corporate records.
• Set Up a Corporate Records Book to Store and Maintain Corporate Documents
◦ Corporate documents that belong in the corporate records book include, but are not
limited to, the documents below, all of which may be provided to you by LegalNature.
▪ This certificate of incorporation
▪ Corporate bylaws
▪ Meeting minutes
▪ Corporate resolutions
▪ Notice of meeting
▪ Waiver of meeting
▪ Shareholders' agreement
▪ Stock certificate
▪ Stock transfer ledger
• Comply with Local, State, and Federal Regulations
◦ Your corporation's business and purpose may require business licenses from your city,
county, or state. For example, hair salons generally require city or state permits. Consult
your local government's business bureaus to confirm whether you need a license or
permit for your business and how to obtain them if necessary.
◦ Satisfy State Reporting and Tax Requirements
▪ Corporations are subject to state tax. For some states, the tax rate is based upon the
entity designation. For others, the tax rate may be based on the number of shares
authorized for the corporation or the income derived from the corporation. For
example, a California corporation is taxed at a minimum tax rate regardless of the
corporation's profitability plus additional taxes if the corporation reaches certain
income thresholds. Consult your state agency to satisfy your state's tax requirements
accurately and in a timely manner.
▪ Certain states also require reporting on a regular basis, such as annual or biennial
reports. This requires a corporation to update the state on any changes in the
corporation, and sometimes requires the corporation to disclose certain information
regarding the corporation's operations in the past year. For example, in Illinois, the
corporation must file an Annual Report that includes questions about the
corporation's assets and share distribution. In California, on the other hand, a
corporation merely has to file a Statement of Information requiring the corporation
to update the state with basic corporate contact information and director information
if it differs from the previous year. Consult your state agency to satisfy the state's
reporting and filing requirements.
◦ Apply for a federal employer identification number (EIN) with the Internal Revenue
Service (IRS). This is also known as your corporation's Federal Tax Identification
Number and is used to identify a business entity for tax and hiring purposes.
◦ Optional S Corporation Election with the IRS
▪ Corporations are automatically classified as C corporations for tax purposes. This is
the standard corporate tax treatment where the corporation is recognized as a
separate taxpaying entity from the shareholders. Under this tax structure, a C
corporation conducts business, realizes net income or loss, and pays taxes on that net
profit. If the C corporation distributes any net profit to its shareholders in the form of
dividends, the shareholders are taxed again on their individual income, separate from
the corporation's tax obligations. The net profits of the corporation is taxed twice.
▪ A corporation may choose to opt out of the standard C corporation tax treatment and
elect the S corporation tax treatment to avoid being taxed twice if it is a qualifying
corporation. An S corporation may pass its income, losses, deductions, and credits
directly to the shareholders for federal tax purposes.
▪ To qualify for S corporation status and tax treatment, the corporation must be a
domestic corporation; have shareholders who are not partnerships, corporations, or
non-resident aliens; have fewer than 100 shareholders in the company; have only
one class of stock; and must not be an ineligible corporation (such as certain
financial institutions, insurance companies, and domestic international sales
corporations).
▪ If your corporation qualifies for S corporation tax status, file IRS's Form 2553
Election by a Small Business Corporation within two months and 15 days after
the corporation's first tax year.
