Corporate Bylaws and Organizational Consents
Bylaws for a Puerto Rico for-profit corporation, with the first board consent and shareholders' consent.
Who it is for
A newly incorporated for-profit corporation with one or a few shareholders that needs its bylaws, its first board consent and its first shareholders' consent.
What is inside
- Bylaws: Key Terms table + 8 articles — offices and records, shareholders (meetings, notice, quorum, voting, written consent), board of directors, officers, duties and interested transactions, indemnification and advancement, shares and transfers, general
- Organizational Consent of the incorporator and directors (adopts bylaws, elects officers, issues shares, bank, EIN and tax elections) · Shareholders' Written Consent
- Instruction Sheet: single-director corporations, quorum and voting, written consents, officers, interested directors, indemnification, transfer restrictions, after-signing checklist, when the form is not enough
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
BYLAWS
[CORPORATION NAME]
The information in this table is incorporated into the Bylaws that follow. Where the Bylaws refer to an item "in the Key Terms," they mean the entry below.
| Item | Entry |
|---|---|
| Corporation name | [CORPORATION NAME] |
| Date the Certificate of Incorporation was filed with the Department of State | [INCORPORATION DATE] |
| Principal office | [PRINCIPAL OFFICE ADDRESS] |
| Designated office (oficina designada) and resident agent (agente residente) | [DESIGNATED OFFICE ADDRESS] · Resident agent: [RESIDENT AGENT NAME] |
| Number of directors | [NUMBER OF DIRECTORS] (not fewer than one) |
| Term of directors | Until the next annual meeting of shareholders and until a successor is elected |
| Annual meeting of shareholders | In the month of [ANNUAL MEETING MONTH] each year, on the date the board fixes |
| Quorum for shareholder meetings | Holders of a majority of the shares entitled to vote |
| Quorum for board meetings | A majority of the total number of directors |
| Officers | President, Secretary and Treasurer; other officers as the board appoints |
| Fiscal year | [TYPE "Calendar year" OR "Year ending" AND THE MONTH AND DAY] |
| Share certificates | [TYPE "Certificated — shares are represented by certificates" OR "Uncertificated — shares are recorded in the share register only"] |
| Transfer restrictions | [TYPE "None" OR "Yes — see Section 7.4 and the Certificate of Incorporation or shareholders' agreement"] |
… the document continues for about 10 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
Corporate Bylaws and Organizational Consents
A Puerto Rico corporation is created by filing a Certificate of Incorporation (certificado de incorporación) with the Department of State. The certificate says little about how the corporation is run day to day. That is the job of the bylaws (the reglamento): how and when the shareholders and the board of directors meet and decide, who the officers are and what they may do, how shares are issued and transferred, and how directors and officers are protected. This form contains three documents:
• The Bylaws, with a Key Terms table that holds every choice in one place — number of directors, fiscal year, annual meeting month, quorum, officers, whether shares are certificated, and whether transfers are restricted — followed by eight articles and a Secretary's certificate.
• The Organizational Written Consent of the incorporator and the first board: it adopts the bylaws, elects the directors, appoints the officers, issues the first shares, and authorizes the bank account, the EIN and the registrations. It is signed once, right after incorporation.
• A Written Consent of the Shareholders, reusable whenever the shareholders act without a meeting — most often to elect directors each year.
Use this form if: the corporation is a for-profit stock corporation organized under the Puerto Rico General Corporations Act with one or a few shareholders, one or more directors, and no outside investors.
Use a different form if: the entity is an LLC (the Keystone Legal Forms operating agreements and Form PR-LLC-07); the corporation is non-profit, a professional corporation, or a close corporation (corporación íntima) electing the special regime; or the corporation has, or expects, investors who will negotiate their own governance rights.
• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [CORPORATION NAME]. Replace the whole bracket — including the brackets themselves — with your information, and remove the yellow highlight (select the text, then Home → Text Highlight Color → No Color).
• Some fields offer choices, written as "OPTION A" OR "OPTION B", or begin with the word TYPE followed by the alternatives. Pick one, type that text in place of the entire bracket, and delete the alternatives.
Questions
What file do I get?
A zip with the Puerto Rico edition as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.