2023 Laws of Puerto Rico › TITLE THIRTEEN - Taxation and Finance (§§ 1 — 33423) › Subtitle 15 - Puerto Rico Industrial Incentives Generally (§§ 10001 — 10855) › PART I - Industrial Incentives (§§ 10001 — 10052) › Chapter 904 - Puerto Rico Tax Incentives Act of 1987 (§§ 10038 — 10052) › § 10043 - Exempted business—Transfer

(a) General rule. — The transfer of a tax exemption grant or of the stock, property or other proprietary interest in an exempted business, shall be approved [in advance] by the Secretary of the State. If any such transfers are made without his/her prior approval, the exemption grant shall be annulled from the date the transfer occurred, except in the cases listed in subsection (b) of this section. Notwithstanding the above, the Secretary of State may retroactively approve any transfer made without his/her prior approval when in his/her judgment the circumstances of the case merit it, taking into consideration the best interests of the Commonwealth of Puerto Rico and the economic and industrial development purposes of this chapter.
(b) Exceptions. — The following transfers shall be authorized without the need of prior consent:
(1) The transfer of the assets of a decedent to his estate or the transfer by bequest or inheritance.
(2) The transfer within the provisions of § 10044 of this title.
(3) The transfer or corporate shares or stock when such transfer does not directly or indirectly result in a change in ownership or control of an exempted business.
(4) The transfer of shares of a corporation that owns or conducts an exempted business, when it occurs after the Secretary of State has determined that any transfer of stock of such a corporation shall be allowed without his/her prior approval after considering the extent to which the availability of investment capital may depend on the existence of securities which are freely transferable, the nature of the exempted business and its importance to the industrial development of Puerto Rico, the integrity and financial standing of the stockholders and the paid-in capital and number of stockholders which the corporation expects to have at the time the exempted business commences operations. The Secretary of State shall also consider the recommendations submitted by the agencies which render reports on applications for tax exemption before making his/her determination.
(5) The pledge or mortgage given in the normal course of business solely for the purpose of creating security for bona fide indebtedness. Any transfer of control, title or interest pursuant to such contract shall be subject to the provisions of subsection (a) of this section.
(6) The transfer by operation of law, by a court order or by a bankruptcy judge to a receiver or trustee. Any subsequent transfer to a third party other than the same debtor or former bankrupt shall be subject to the provisions of subsection (a) of this section.
(c) Notice. — Every transfer included in the exceptions of subsection (b) of this section shall be reported to the Director by the exempted business within the thirty (30) days after it has been made, except those included under subsection (b)(4) of this section that do not make the stockholder a holder of ten percent (10%) or more of the capital issued by the corporation.
History —Jan. 24, 1987, No. 8, p. 949, § 5; Oct. 27, 1995, No. 218, § 5, eff. Jan. 1, 1996.