Puerto Rico Proposed Amendment to Articles of Incorporation Regarding Distribution of Stock of a Subsidiary Introduction: A proposed amendment to the articles of incorporation has been put forth in Puerto Rico, addressing the distribution of stock of a subsidiary. This amendment aims to establish regulations and guidelines for the distribution of stock in subsidiary companies by providing greater clarity and control to corporations operating in Puerto Rico. By ensuring proper governance and accountability, this amendment intends to enhance the business environment and promote transparency in the distribution of subsidiary stocks. Key Features of the Proposed Amendment: 1. Establishing Clear Guidelines: One of the primary aims of this proposed amendment is to establish explicit guidelines to govern the distribution of stock of a subsidiary within Puerto Rico. This will help corporations make informed decisions while ensuring compliance with regulatory requirements. 2. Enhanced Accountability: The amendment emphasizes the importance of accountability, requiring corporations to maintain accurate records and documentation of all stock distributions made to subsidiaries. This provision aims to prevent any potential misuse of power or unfair distribution practices. 3. Board of Directors' Oversight: The proposed amendment puts a stronger focus on the role of the board of directors in overseeing and approving the distribution of stocks to subsidiaries. The board will be responsible for evaluating the financial health, strategic alignment, and potential risks associated with such distributions. 4. Protection of Shareholder Interests: In line with promoting transparency, the amendment seeks to protect the interests of shareholders by ensuring that the distribution of subsidiary stocks is conducted in a fair and equitable manner. It aims to eliminate any potential conflicts of interest among board members or executives that may arise during the process. Types of Proposed Amendments: 1. Stock Distribution Limitations: This amendment aims to introduce limitations on the percentage of stock that can be distributed to a subsidiary. It seeks to prevent a single subsidiary from holding an excessive amount of the corporation's stock, thereby maintaining diversity in ownership and reducing corporate monopolies. 2. Enhanced Reporting Requirements: The amendment proposes more rigorous reporting requirements related to stock distributions to subsidiaries. Corporations would be required to provide detailed reports to regulatory authorities, shareholders, and potential investors, providing greater transparency and allowing for better-informed decision-making. 3. Independent Review Committees: Another potential amendment involves the establishment of independent review committees that would be responsible for evaluating proposed stock distributions to subsidiaries. These committees would help ensure that the distribution decisions are made objectively and transparently, without any undue influence. Conclusion: The proposed amendment to the articles of incorporation in Puerto Rico regarding the distribution of stock of a subsidiary focuses on enhancing transparency, accountability, and shareholder protection. By establishing clear guidelines, emphasizing board oversight, and introducing additional mechanisms, such as stock distribution limitations and independent review committees, this amendment aims to foster a more sustainable and equitable business environment in Puerto Rico.