Corporate Meetings, Proxies and Stock Records Kit

DOCUMENT 1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

[CORPORATION NAME]

To the shareholders of [CORPORATION NAME], a Puerto Rico corporation (the "Corporation"):

The annual meeting of shareholders of the Corporation will be held on [MEETING DATE] at [MEETING TIME] [local time] at [MEETING PLACE — address OR "by video conference at the link below"] [, and by remote communication at VIDEO LINK OR DIAL-IN, OR DELETE], for the following purposes:

• To elect [NUMBER OF DIRECTORS] directors to serve until the next annual meeting and until their successors are elected and qualified. The board's nominees are: [NOMINEE NAMES].

• To receive the report of the officers and the financial statements for the fiscal year ended [FISCAL YEAR END DATE].

• [To ratify the acts of the directors and officers during the past year, OR DELETE]

• [To approve ADDITIONAL ITEM — e.g., "the appointment of ACCOUNTING FIRM as the Corporation's accountants" OR "an amendment to the certificate of incorporation to AMENDMENT PURPOSE", OR DELETE]

• To transact any other business that properly comes before the meeting or any adjournment of it.

Only shareholders of record at the close of business on [RECORD DATE] (the "Record Date") are entitled to notice of and to vote at the meeting. A list of those shareholders will be available for inspection at the Corporation's principal office [and at the meeting] as the law requires.

If you cannot attend, please sign and return the enclosed proxy [by email to PROXY RETURN EMAIL] before the meeting so that your shares are represented and a quorum is assured. You may revoke the proxy and vote in person if you attend.

By order of the Board of Directors,

______________________________
[SECRETARY NAME], Secretary

Dated: [NOTICE DATE]

Send this notice not fewer than [10] nor more than [60] days before the meeting, or as the bylaws provide, by mail, hand delivery or email to each shareholder's address of record. Keep a copy and a note of how and when it was sent (see Document 4, the Secretary's certificate of mailing). A shareholder may waive notice in writing (Form PR-CORP-02, Document 8).

INSTRUCTION SHEET

Corporate Meetings, Proxies and Stock Records Kit

A corporation acts through meetings and written records. Shareholders elect directors at an annual meeting; the board decides the important matters at its meetings; and when a bank, buyer, lender or agency wants proof that the corporation really authorized something, it asks for a certificate signed by the secretary or an officer. A corporation that holds its meetings on proper notice, keeps minutes, and records every share it issues is far better placed if a shareholder dispute, an audit or a sale ever comes — and courts are far less likely to disregard the corporation and reach the owners personally.

This kit contains ten documents for those tasks: the two notices that call a meeting; the proxy a shareholder signs when not attending; a complete annual meeting package (agenda, chair's script, ballot, tally sheet, minutes, the board meeting that follows, and the secretary's certificate of mailing); minutes of a special shareholders' meeting with ten ready-made resolutions and of a special board meeting with twelve; the officer's certificate delivered at a closing; the secretary's certificate of articles and bylaws; the stock certificate with its legend, the stock transfer ledger, the stock power and the lost-certificate affidavit; and a director's consent to serve and resignation.

Use this kit if: your corporation is a privately held business corporation organized in Puerto Rico with one to a few dozen shareholders, and you want to hold your meetings, prove your authorizations and keep your share records properly.

Use a different form if: you need resolutions for a specific business action without a meeting (the Corporate Resolutions Pack, Form PR-CORP-02, has twenty-six ready-made resolutions and written consents); you are forming the corporation (Form PR-CORP-01 has the bylaws and organizational consents); the corporation has publicly traded shares or more than a few hundred shareholders (federal proxy rules apply); or the corporation is a nonprofit, a cooperative or a professional corporation with special meeting rules.

• 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 — with your information, and remove the highlight if you wish. Use Find and Replace for the corporation name and the state of incorporation, which appear in every document.

• Some fields offer choices, written as "OPTION A" OR "OPTION B". Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document.

• The menus. Document 2 (purposes), Document 5 (shareholder resolutions A to J) and Document 6 (board resolutions A to L) are menus. Keep the items you need and delete the rest, including the bracketed headings. A meeting may adopt more than one resolution; number them in order.

• Each document begins on its own page. Delete the documents you are not using, and delete the "Contents of this kit" page and the cover page before signing. Keep the signed originals in the minute book, in date order, with the notices, proxies, waivers and tally sheets behind the minutes they belong to.