Puerto Rico Checklist of Matters to be Considered at a Preliminary Meeting of Organizers of a Corporation and Included in its Minutes: A preliminary meeting of organizers of a corporation in Puerto Rico plays a crucial role in establishing the foundation for a successful business venture. This article aims to provide a detailed description of the essential matters that need to be considered during such a meeting, ensuring compliance with local regulations and efficient corporate governance. The checklist includes keywords such as Puerto Rico, corporation, preliminary meeting, organizers, minutes, and legal requirements. Let's explore the various aspects that should be covered in the minutes of this meeting: 1. Introduction and Purpose: Initiate the meeting by introducing all organizers and clearly state the purpose of the preliminary meeting. Emphasize that the meeting's objective is to prepare for the corporation's establishment and address any matters related to its formation. 2. Appointment of Corporate Officers: Discuss and decide on the appointment of corporate officers, such as the President, Vice President, Treasurer, Secretary, etc. Carefully designate the roles and responsibilities of each officer to ensure a well-structured corporation. 3. Nomination and Election of Board of Directors: Consider the nomination and election of the Board of Directors and define their duties, powers, and term limits. Comply with Puerto Rico's legal requirements for the number of directors, their residency, and diversity. 4. Bylaws and Articles of Incorporation: Review, discuss, and approve the bylaws and articles of incorporation. Ensure that they adhere to Puerto Rico's legal framework, cover essential details such as purpose, shares, stockholders, corporate structure, and any other key provisions. 5. Shareholders and Stock Issuance: Determine the initial capital structure, authorized shares, and classes of stock. Explicitly define the rights, privileges, and restrictions associated with each class of stock. Decide on the initial issuance of shares and allocate them accordingly among the organizers or initial investors. 6. Registered Agent and Office: Appoint a registered agent and define the registered office address to comply with Puerto Rico's requirements. Ensure that the registered agent is qualified and available for service of process. 7. Corporate Records and Compliance: Discuss the establishment of proper record-keeping systems to maintain corporate books, resolutions, minutes, contracts, and other required documents. Emphasize compliance with Puerto Rico's corporate regulations and filing requirements. 8. Initial Fiscal Year and Tax Planning: Determine the initial fiscal year and devise an effective tax planning strategy in consultation with tax advisors. Understand Puerto Rico's tax incentives including Act 60, Act 20, and Act 22, which may provide significant benefits to certain businesses and investors. 9. Licensing and Permits: Identify and discuss the necessary licenses, permits, or authorizations required to conduct business legally in Puerto Rico. Ensure compliance with local regulations specific to the corporation's industry or sector. 10. Next Steps and Timeline: Outline the next steps for incorporating the corporation, including the submission of necessary documents, filing requirements, and registration with government authorities. Define a timeline for completion of each task to ensure a seamless incorporation process. Types of Puerto Rico Checklists of Matters to be Considered at a Preliminary Meeting of Organizers of a Corporation: Apart from the general checklist mentioned above, there might be specific checklists that cater to the unique needs of certain industries or business structures within Puerto Rico. Some examples include: 1. Checklist for Non-Profit Corporations: This specialized checklist would include matters relevant to non-profit corporations, such as obtaining tax-exempt status, compliance with charitable organization regulations, and fundraising permissions. 2. Checklist for Professional Corporations: Professional corporations, including lawyers, doctors, or architects, have specific regulations in Puerto Rico. This checklist would focus on licensing requirements, professional practice structure, and adherence to professional ethical standards. 3. Checklist for Foreign Corporations: In case the corporation seeking incorporation operates internationally or intends to engage in business with foreign entities, a checklist addressing specific considerations such as cross-border tax planning, foreign investment regulations, and maintaining compliance with both local and foreign jurisdictions might be required. It is vital for organizers of a corporation to adapt the checklist to their specific circumstances, seek professional guidance, and review Puerto Rico's legal and regulatory framework to ensure a successful, compliant, and well-governed corporate entity.
Puerto Rico Checklist of Matters to be Considered at a Preliminary Meeting of Organizers of a Corporation and Included in its Minutes
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Employees at businesses that have an annual revenue of less than $500,000 and who do not engage in interstate commercei Railroad workers (covered instead by the Railway Labor Act) Truck drivers (covered instead by the Motor Carriers Act) Independent contractors and freelance workers (they're not employees)ii
Normal Working Hours The regular work shift for non-exempt employees is 8 hours per day and a regular workweek of 40 hours per week.
The FLSA applies only to employers whose annual sales total $500,000 or more or who are engaged in interstate commerce. Originally the FLSA prohibited child labor; it has since been expanded to prohibit wage disparity due to gender and discrimination due to age.
According to Puerto Rico Act Number 379 of (Law No 379), which covers non-exempt (hourly) employees, eight hours of work constitutes a regular working day in Puerto Rico and 40 hours of work constitutes a workweek. Working hours exceeding these minimums must be compensated as overtime.
Wage and hour coverage in Puerto Rico for non-exempt employees is governed by the US Fair Labor Standards Act (FLSA) as well as local laws.
Puerto Rico is not an 'employment at will' jurisdiction. Thus, an indefinite-term employee discharged without just cause is entitled to receive a statutory discharge indemnity (or severance payment) based on the length of service and a statutory formula.
From an employment law perspective, this means federal statutes such as Title VII, FLSA, ADA, ADEA, FMLA, USERRA, OSHA, ERISA, COBRA, among others, apply to Puerto Rico.
Section 403 of PROMESA modified Section 6(g) of the Fair Labor Standards Act (FLSA) to allow employers to pay employees in Puerto Rico who are under the age of 25 years a subminimum wage of not less than $4.25 per hour for the first 90 consecutive calendar days after initial employment by their employer.
