2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3732 - Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation

(a) Any corporation or corporations organized under the laws of the Commonwealth may merge or consolidate with one (1) or more other corporations organized under any state of the United States, or of the District of Columbia if the laws of the state or other states, or of the District of Columbia permit a corporation of such jurisdiction to merge or consolidate with a corporation organized under another jurisdiction. The constituent corporations may merge into a single corporation, which may be any one of the constituent corporations, or they may consolidate into a new corporation formed by the consolidation, which may be a corporation of the state of incorporation of any of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.
In addition, any corporation or corporations existing under the laws of any jurisdiction other than the United States, may merge or consolidate with one (1) or more corporations organized under the laws of the Commonwealth if the laws under which the other corporation or corporations are organized permit a corporation of such jurisdiction to merge or consolidate with a corporation of another jurisdiction. The surviving or resulting corporation from the merger or consolidation may be organized under the laws of the Commonwealth or organized under the laws of any other jurisdiction.
(b) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) the manner, if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities of any other corporation or entity which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender of any certificates evidencing them. Any cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of the shares or other securities of the surviving or resulting corporation;
(4) such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares of the surviving or resulting corporation or of any other corporation the securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto consistent with § 3585 of this title, and
(5) such other provisions or facts as shall be required to be set forth in certificates of incorporation by the laws of the state which are stated in the agreement to be the laws that shall govern the surviving or resulting corporation and that can be stated in the case of a merger or consolidation. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. 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.
(c) The agreement shall be adopted, approved, certified, executed, and acknowledged by each of the constituent corporations in accordance with the laws under which it is organized, and, in the case of a corporation organized under the laws of the Commonwealth, in the same manner as is provided in § 3731 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of the Commonwealth when and as provided in § 3731 of this title with respect to the merger or consolidation of corporations organized in the Commonwealth. In lieu of filing the agreement of merger or consolidation, the surviving or resulting corporation may file a certificate of merger or consolidation, executed in accordance with § 3503 of this title, which states:
(1) The name and the place of incorporation of each of the constituent corporations;
(2) that an agreement of merger or consolidation has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with this subsection;
(3) the name of the surviving or resulting corporation;
(4) in the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) in the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the designated office of the surviving corporation and the address thereof;
(7) that a copy of the agreement of consolidation or merger shall be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation;
(8) if the surviving or resulting corporation is to be organized under the laws of the Commonwealth, the authorized capital stock of each constituent corporation which is not a corporation organized under the laws of the Commonwealth, and
(9) the agreement, if any, required by subsection (d) of this section.
(d) If the surviving or resulting corporation is to be governed by the laws of the District of Columbia, any state of the United States of America or of any other foreign jurisdiction, it shall agree that it may be served with process in the Commonwealth in any proceeding for enforcement of any obligation of any constituent corporation of the Commonwealth, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation. This includes any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 3743 of this title. Furthermore, it shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. In the event of such service upon the Secretary of State in accordance with this subsection, shall forthwith notify such surviving or resulting corporation thereof by certified mail, return receipt requested, directed to such surviving or resulting corporation at its address so specified, unless such surviving or resulting corporation shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated. Such mail shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum payable as provided in Chapter 237 of this subtitle, which sum shall be imposed as part of the costs in the proceeding. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary of State shall not be required to retain such information longer than five (5) years from receipt of the service of process.
(e) Subsection (d) of § 3731 of this title shall apply to any merger or consolidation under this section. Subsection (e) of § 3731 of this title shall apply to a merger under this section in which the surviving corporation is a corporation organized under the Commonwealth. Subsection (f) of § 3731 of this title shall apply to any merger under this section.
History —Dec. 16, 2009, No. 164, § 10.02.