Puerto Rico Agreement of Shareholders of a Close Corporation with Management by Shareholders

State:
Multi-State
Control #:
US-0178BG
Format:
Word; 
Rich Text
Instant download

Description

A close corporation is a corporation that is exempt from a number of the formal rules usually governing corporations, because of the small number of shareholders it has. The specifics vary by state, but usually a close corporation must not be publicly traded, and must have fewer than a set number of shareholders (usually 35 or so). A close corporation can generally be run directly by the shareholders (without a formal board of directors and without a formal annual meeting).
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FAQ

In the modern publicly held corporation, ownership and control are separated. The shareholders ?own? the company through their ownership of its stock, but power to manage is vested in the directors.

Filing and forming an LLC in Puerto Rico requires a $250 filing fee. Under Puerto Rico law, an LLC uses a limited liability company agreement, or LLCA, to govern the internal affairs and administration of the LLC. This is valid regardless of what it is called, but the law says that they must be written.

Act No. 164 of 2009(See), General Corporations Act, places Puerto Rico at the forefront of laws on legal entities. This statute is intended to streamline the management of these legal entities and simplify the procedures contemplated therein.

The initial cost to start an LLC in Puerto Rico is $250 to register your business with the Department of State. After that, you'll have a yearly recurring cost of $150 for your Annual Fee, which keeps your LLC current with the state.

A foreign corporation may be engaged in trade or business in Puerto Rico as a division or branch of that foreign corporation, or as a separate corporation or subsidiary.

Directors are the people who make and approve high-level decisions on the company's behalf. Shareholders choose a company's initial directors and then elect and re-elect directors periodically.

The board of directors is elected by the shareholders to govern the management team and to make corporate decisions on their behalf. Other entities that are responsible for protecting shareholders' interests include company employees and management, along with financial regulators.

Business name and registration Register your business name with the local government where your business is located. If you are a corporation, you will also need to register with the Department of State in Puerto Rico, or with the Department of Corporations and Trademarks in the U.S. Virgin Islands.

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Puerto Rico Agreement of Shareholders of a Close Corporation with Management by Shareholders