2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3733 - Merger of parent corporation and subsidiary or subsidiaries

(a) In any case in which at least ninety percent (90%) of the outstanding shares of each class of the stock of a corporation or corporations of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned by another corporation and one of the corporations is a corporation organized under the Commonwealth and the other or others are corporations organized under the Commonwealth, any other state or states of the United States of America, the District of Columbia or of other foreign jurisdiction, and the laws of such other jurisdictions permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction, the corporation having such stock ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and one (1) or more of such other corporations into one of the other corporations. To such effect, the corporation with ownership shall execute, acknowledge, and file, in accordance with § 3503 of this title, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to such merger and the date of the adoption. In case the parent corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as aforesaid, the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each share of the subsidiary corporation or corporations not owned by the parent corporation, or the cancellation of some or all of such shares. Any of the terms of the resolution of the board of directors may be made dependent upon facts ascertainable outside of such resolution, provided that the manner in which such facts shall operate upon the terms of the resolution is clearly and expressly set forth in the resolution. The term “facts”, as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
If the parent corporation [were] not the surviving corporation, the resolution shall include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of any certificates therefor. If the parent corporation is not the surviving corporation and it were a domestic corporation, the certificate of ownership and merger shall state that the proposed merger has been approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held after twenty (20) days’ notice of the purpose of the meeting mailed to each such stockholder at the stockholder’s address as it appears on the records of the corporation. If the parent corporation not surviving has not been organized under the Commonwealth, the resolution shall state that the proposed merger has been adopted, approved, executed, and acknowledged in accordance with the laws of the jurisdiction where it was incorporated.
A certified copy of the certificate shall be filed with the Department of State of the Commonwealth. If the surviving corporation is organized under the laws of the District of Columbia, any state of the United States of America or of any other foreign jurisdiction, § 3732(d) of this title shall also apply to a merger under this section.
(b) If the surviving corporation is a domestic corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed.
(c) Section 3732(d) of this title shall apply to a merger under this section. Section 3731(e) of this title shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a corporation of the Commonwealth. References to “agreement of merger” in subsections (d) and (e) of § 3731 of this title shall mean for purposes of this section the resolution of merger adopted by the board of directors of the parent corporation. Any merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be accomplished under § 3721 or 3732 of this title. Section 3743 of this title shall not apply to any merger effected under this section, except as provided in subsection (d) of this section.
(d) In the event all of the stock of a subsidiary domestic corporation party to a merger effected under this section is not owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary domestic corporation party to the merger shall have appraisal rights as set forth in § 3743 of this title.
(e) A merger may be effected under this section although one (1) or more of the corporations parties to the merger is a corporation organized under the laws of a jurisdiction outside of United States of America; provided that the laws of such other jurisdiction permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction.
History —Dec. 16, 2009, No. 164, § 10.03.