10-173 10-173 . . . Amendment of Articles of Incorporation to provide that corporation be governed by Section 203 of Delaware General Corporation Law, (b) increase number of stockholders required to call special stockholder's meeting from 15% of outstanding shares to a majority, (c) require that stockholders may take action only at a meeting of stockholders, (d) provide that Board of Directors shall have power to fill interim vacancies on Board, (e) provide that stock issuances resulting in a person holding more than 5% of voting power of corporation may be made without stockholder approval, but only if (i) issuance or sale is to a person not affiliated with corporation and (ii) issuance or sale is approved by majority of Non-employee Directors, (f) give Board authority to enter into severance arrangements that are contingent upon a change of control, merger or acquisition of corporation only if (i) such arrangement is approved by majority of Non-employee Directors and (ii) payments to any individual pursuant to such arrangement are limited to maximum amount which does not result in "excess parachute payments" under Section 280G of Internal Revenue Code of 1986, and (g) change stockholder approval requirement for certain amendments of Articles of Incorporation from 75% of outstanding shares to majority of outstanding shares
Puerto Rico Amendments to certificate of incorporation
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Steps to Changing Your Puerto Rico Resident Agent Select a new Puerto Rico resident agent. ... Notify your former resident agent that you're moving on. Complete and submit your Puerto Rico Certificate of Change of Resident Agent form to the Puerto Rico Department of State, Division of Corporations.
The letter of good standing can be obtained from the Puerto Rico Department of Health.
The process can be carried out in two ways: by filing a petition with the Superior Court of the Court of First Instance. before an attorney-notary as a non-contentious matter under Law No.
How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
One of the most common ways of doing business in PR is through LLCs. LLCs are legal entities that are formed and registered in the Department of State of Puerto Rico. Owners under this business regime are insulated from the liabilities of the entity to the same extent as a corporation.
Limited Liability Company CostDescriptionDownload$150.00Annual FeeDownload$50.00Certificate of TransferenceDownload$50.00Certificate of Transference and ContinuityDownload$80.00Dertificate of DissolutionDownload9 more rows
Can I Be My Own Registered Agent in Puerto Rico? You can be your own registered agent, but this means you'd need to be at the registered office during all regular business hours, and your information would enter the public record.
File a Certificate of Dissolution The form can be filed online, in person, or by mail. The certificate must include the following information: The name of the LLC. The date members decided to dissolve.