reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4025 - Doing business without registration

(a) An FLLC doing business in Puerto Rico may not commence any action, suit or proceeding in Puerto Rico until it has registered and paid to Puerto Rico all fees, taxes and penalties for the period of time during which it did business in Puerto Rico without having registered.
(b) The failure of an FLLC to register in Puerto Rico does not impair:
(1) The validity of any contract or act of the FLLC;
(2) the right of any other party to the contract with the FLLC to initiate any action, suit or proceeding on the contract, or
(3) the ability of the FLLC to defend itself on any action, suit or proceeding in any Court or administrative procedure in Puerto Rico.
(c) A member or a manager of an FLLC is not liable for the obligations of the FLLC solely by reason of the LLC having done business in Puerto Rico without registration.
(d) Any FLLC doing business in Puerto Rico without first having registered and in spite of having enjoyed the grace period provided in this subtitle, which establishes fair and reasonable time for its formation pursuant to this statute or other provisions of existing laws, shall pay to the Secretary of State a penalty of two hundred dollars ($200) for each year or part thereof during which it was not authorized to do business in Puerto Rico.
History —Dec. 16, 2009, No. 164, § 20.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4026 - Doing business without having qualified— Injunctions

(a) The Court of First Instance shall have jurisdiction to enjoin any FLLC or any agent thereof, from doing any business in Puerto Rico if such FLLC has failed to register under this chapter or if such FLLC has secured a certificate of the Secretary of State on the basis of false or misleading representations. Upon petition of the Secretary of Justice or upon petition of any person with legal standing, the Secretary of Justice shall proceed pursuant to the herein provided by filing the corresponding action before the Court of First Instance.
History —Dec. 16, 2009, No. 164, § 20.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4027 - Service of process to foreign limited liability companies

The service of process to an FLLC shall be conducted pursuant to the provisions of § 3811 of this title regarding foreign corporations.
History —Dec. 16, 2009, No. 164, § 20.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4028 - Service of process to unregistered FLLC

The service of process to an FLLC doing business in Puerto Rico without having registered as provided in this subtitle, shall be conducted pursuant to the provisions of § 3813 of this title regarding foreign corporations.
History —Dec. 16, 2009, No. 164, § 20.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4029 - Activities not constituting doing business

The activities not constituting doing business in Puerto Rico shall be defined as provided in § 3805 of this title regarding foreign corporations.
History —Dec. 16, 2009, No. 164, § 20.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 241 - Fees Payable and Limited Liability Company Tax Liabilities (§§ 4041 — 4044) › § 4042 - Cancellation of the certificate for failure to pay annual fees

A certificate of formation of a DLLC shall be deemed to be cancelled in the event that the DLLC fails to comply with its obligation to pay the fees established in § 4043 of this title for a period of three (3) consecutive years, counted as of the date in which the first of said payments became due.
History —Dec. 16, 2009, No. 164, § 21.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 241 - Fees Payable and Limited Liability Company Tax Liabilities (§§ 4041 — 4044) › § 4044 - Violations and penalties; revocation

(a) The Secretary of State shall impose on a DLLC or FLLC that violates the provisions of this subtitle, a fine of not less than two hundred dollars ($200) or greater than five hundred dollars ($500) for each violation.
(b) The Secretary of State may file a proceeding under § 4043 of this title to revoke the certificate of authorization of a FLLC authorized to do business in Puerto Rico if:
(1) The FLLC lacks a registered agent or registered office in Puerto Rico for a term of sixty (60) days or more, or
(2) as provided in any other provision of this subtitle.
History —Dec. 16, 2009, No. 164, § 21.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 242 - Date of Effectiveness, Regulations, Repeal and Transitory Rules (§§ 4061 — 4066) › § 4061 - Vested rights—Prior laws

Every corporation organized before or after the effective date of this act shall be governed by its provisions. This subtitle shall not impair, restrict or affect the rights, privileges and immunities conferred or vested under any law prior to the enactment hereof; or pending litigation and existing causes of action; nor the duties, restrictions, obligations, and penalties imposed or required by prior laws or in accordance therewith.
History —Dec. 16, 2009, No. 164, § 22.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 242 - Date of Effectiveness, Regulations, Repeal and Transitory Rules (§§ 4061 — 4066) › § 4062 - Non-retroactivity of amendments

This subtitle may be amended or repealed at the will of the Legislature; but neither the repeal nor the amendment of this subtitle shall work to detract or impair any remedy against any corporation in accordance with this subtitle or against the officers of the corporation for any liability incurred before such repeal or amendment. This subtitle and all of its amendments shall be part of the certificate of incorporation of every corporation, except to the extent they are inapplicable to the purposes of the corporation.
History —Dec. 16, 2009, No. 164, § 22.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 242 - Date of Effectiveness, Regulations, Repeal and Transitory Rules (§§ 4061 — 4066) › § 4063 - Special laws

No provision of this subtitle shall repeal or be interpreted as repealing, wholly or partially, any law of the Commonwealth relating to the regulation of banks or banking, insurance or insurance companies, public utility companies or other special classes of corporations which the Commonwealth may have regulated.
History —Dec. 16, 2009, No. 164, § 22.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 242 - Date of Effectiveness, Regulations, Repeal and Transitory Rules (§§ 4061 — 4066) › § 4064 - Conversions

(a) The stockholders of a professional corporation may convert it into a civil partnership by unanimous agreement. In order to do so, they shall proceed with the dissolution of the corporation in accordance with the provisions of this subtitle, and to the constitution of a partnership as provided in the Civil Code.
(b) The conversion shall be stated in an act of constitution effective upon its filing at the Registry of Corporations of the Department of State. If the conversion documents are filed at the said registry, as hereinabove provided, within sixty (60) days following the dissolution of the corporation, the civil partnership created shall be the legal successor of the corporation and uninterrupted continuer of its legal existence.
(c) The partners of a civil partnership engaged in the rendering of professional services may convert the civil partnership into a professional corporation to be governed by the provisions of this subtitle.
The partners shall proceed to the conversion by merging the civil partnership with a professional corporation organized by them in accordance with the requirements of this subtitle.
The professional corporation shall be the legal entity surviving such merger, and the predecessor civil partnership shall be deemed dissolved as a matter of law; Provided, That from this dissolution it may not be proceeded to the partition of the partnership patrimony pursuant to § 4399 of Title 31. Once the legal requirements and formalities have been met, the professional corporation shall be entirely governed by the provisions of this subtitle.
History —Dec. 16, 2009, No. 164, § 22.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 242 - Date of Effectiveness, Regulations, Repeal and Transitory Rules (§§ 4061 — 4066) › § 4065 - Regulations

The Secretary of State shall set forth through regulation any rules necessary to fulfill his/her duties, as provided in this subtitle, including but not limited to the filing of documents and other transactions with the Department of State through electronic means.
History —Dec. 16, 2009, No. 164, § 22.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 242 - Date of Effectiveness, Regulations, Repeal and Transitory Rules (§§ 4061 — 4066) › § 4066 - Late annual reports

For the purpose of conforming existing corporations to this new subtitle, the Secretary of State is hereby empowered to set forth a window of opportunity as a transitory measure, which shall not exceed from five (5)-months, for any non-profit corporation owing corporate reports to have the opportunity to file such reports, even pro forma, through payment of double the amount of the annual fee that such corporations would have paid for such reports without imposing any additional penalty. For profit corporations shall have the same right, paying however triple the corresponding amount.
History —Dec. 16, 2009, No. 164, § 22.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4071 - Applicable law

This chapter shall govern all public benefit corporations, as defined in § 4073 of this title. If a corporation elects to become a public benefit corporation under and as prescribed in this chapter, it shall be subject to the provisions of this subtitle, except as otherwise provided in this chapter.
History —Dec. 16, 2009, No. 164, added as § 23.01 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4072 - Effect of this chapter on other laws

This chapter shall not repeal any statute or legal provision that governs or may govern any corporation organized under the General Corporations Act other than a public benefit corporation.
A public benefit corporation may be simultaneously subject to this chapter and other chapters of this the General Corporations Act, which regulate the incorporation of other specific types of corporations, such as a professional or for-profit corporation and close corporations, among other types provided in this subtitle.
Nothing provided in the certificates of incorporation, regulations, and bylaws of a public benefit corporation may be inconsistent with the provisions of this chapter.
History —Dec. 16, 2009, No. 164, added as § 23.02 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4074 - Incorporation of a public benefit corporation

A public benefit corporation shall be incorporated in the Department of State of the Commonwealth of Puerto Rico in accordance with §§ 3501, 3502 and 3503 of this title. The certificate of incorporation of every public benefit corporation shall state:
(1) The general public benefit sought by the corporation through its operations;
(2) the name of the corporation, as provided in its certificate of incorporation, the terms “public benefit corporation” or “B Corporation”, or in the Spanish language “Corporación de Beneficio Social” or “Corporación B”, or the abbreviation “P.B.C.” or “C.B.S.” or the designation “PBC” or “CBS”.
A public benefit corporation created under the laws of any state of the United States or any other foreign country or jurisdiction and denominated as such under the laws of such state, country, or jurisdiction may be authorized to do business in Puerto Rico in accordance with Chapter XIII of this Act, whose provisions shall govern these entities insofar as they are not inconsistent with this chapter.
History —Dec. 16, 2009, No. 164, added as § 23.04 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4075 - Election of status of public benefit corporation; amendments; merger

(a) Conversion by amendment.— Any corporation organized in accordance with the provisions of this subtitle may become a public benefit corporation under this chapter upon the issuance, authentication, filing, and registration of a certificate of amendment to its certificate of incorporation, which shall include, in addition to the requirements set forth in §§ 3501, 3502 and 3503 of this title, a statement that the corporation has elected to become a public benefit corporation in accordance with § 4074 of this title. Such amendment must be adopted in accordance with §§ 3681 and 3682 of this title, unless it is approved by the vote of the holders of at least two thirds (2/3) of each class of capital stock of the corporation issued and outstanding.
(b) Mergers and consolidations.—
(1) Corporations with capital stocks.— If a corporation other than a public benefit corporation is a party to a merger or consolidation with a public benefit corporation, then the agreement or certificate of merger or consolidation shall be approved in accordance with §§ 3731—3746 of this title, and state whether the surviving or new corporation is to be organized pursuant to this chapter.
(2) Non-stock corporations.— The merger or consolidation in which one or more non-stock corporations, whether for profit or nonprofit, participate with a public benefit corporation shall be carried out in accordance with § 3736 of this title. The board of directors of the non-stock corporation shall be responsible for designating by means of a resolution of the corporation and include in the agreement or certificate of merger or consolidation the designation as a public benefit corporation in accordance with § 4074 of this title.
(3) Any stockholder who was a stockholder of a corporation before its designation as a public benefit corporation, as a result of an amendment to the certificate of incorporation or consolidation or a merger or consolidation resulting from a new designation of public benefit corporation, and has voted against such amendment or consolidation may request an assessment and redemption of his/her stocks in such corporation as provided in § 3733 of this title.
History —Dec. 16, 2009, No. 164, added as § 23.05 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4076 - Termination of status

(a) A public benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its certificate of incorporation and deleting the provision required under § 4074 of this title stating that the corporation is a public benefit corporation. Such amendment shall be approved in accordance with the requirements of §§ 3681 and 3682 of this title, unless it is approved by the vote of the holders of at least two thirds (2/3) of the shares of each class of capital stock of the corporation issued and outstanding.
(b) If a public benefit corporation is a party to a merger or consolidation with another public benefit corporation, the certificate or agreement of merger or consolidation shall specifically state that the resulting or acquiring corporation shall not become a public benefit corporation upon approval as provided in §§ 3731—3746 of this title.
(c) A sale, lease, exchange or other disposition of all or substantially all of the assets of a public benefit corporation (unless the transaction is carried out in the usual and ordinary course of business) shall not be effective unless the transaction is approved by the vote of the holders of at least two thirds (2/3) of each class of capital stock of the corporation issued and outstanding. The provisions of §§ 3701—3715 of this title regarding the sale of assets and dissolution shall apply in a complementary manner to these transactions.
History —Dec. 16, 2009, No. 164, added as § 23.06 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4077 - Corporate purposes

(a) General public benefit.— A public benefit corporation shall create a general public benefit, in addition to any other ends and purposes stated in §§ 3501—3508 of this title.
(b) The creation of a general public benefit shall respond to the best interests of the public benefit corporation.
(c) Amendment.— A public benefit corporation may amend its certificate of incorporation to add, amend, or delete provisions related to the general public benefit pursued by the public benefit corporation in accordance with the procedure described in § 4075(a) of this title.
(d) Effect of the purposes.— The business and affairs of every corporation organized in accordance with the provisions of this chapter shall be managed by the Board of Directors and the Executive Officers of the corporation in a manner that balances the interests of:
(1) Those materially affected by the operations and business of the corporation;
(2) the general public benefit stated in its certificate of incorporation; and
(3) the pecuniary interests of the stockholders of the corporation.
(e) Professional corporations.— A professional corporation incorporated in accordance with §§ 3921—3928 of this title interested in becoming a public benefit corporation may do so in accordance with the provisions of § 4074 of this title, by indicating in its certificate of incorporation that the purpose of such professional corporation is to create a certain general public benefit. The indication of general public benefit pursuant to chapter shall not contravene the provisions of § 3923 of this title regarding the limitation of the purposes of professional corporations.
History —Dec. 16, 2009, No. 164, added as § 23.07 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4078 - Duties of the board of directors of a public benefit corporation

(a) The business and affairs of every public benefit corporation organized in accordance with the provisions of this chapter shall be managed by the Board of Directors.
(b) The Board of Directors, its committees, workgroups, administrative bodies, and other related groups, as created, as well as directors in their individual capacity shall observe the following factors in discharging the duties of their respective positions and shall compensate the effects of any action or inaction upon the following:
(1) The ability of the corporation to accomplish its general public benefit purposes;
(2) the shareholders of the corporation;
(3) the employees of the corporation;
(4) the interests of customers as beneficiaries of the public benefit;
(5) the community and societal factors related to the operations of the enterprise;
(6) the self-sustainability of the corporation; and
(7) the Board of Directors may consider other pertinent factors or the interests of a group that they consider appropriate.
(c) The Board of Directors of a public benefit corporation needs not give priority to a particular interest or factor referred to in subsection (b) of this section over any other interest or factor, unless the public benefit corporation has stated in its certificate of incorporation or bylaws its intention to give priority to certain interests or factors related to the accomplishment of its general public benefit purposes duly established in its certificate of incorporation.
(d) In addition to being subject to the interests and factors stated in § 4077(d) and subsection (b) of this section, the operations of the Board of Directors of a public benefit corporation shall:
(1) Be exempt from any complaint for noncompliance with § 3523 of this title;
(2) Except as provided in the certificate of incorporation or the bylaws of a public benefit corporation, a director shall not be personally liable for any monetary damages for any action or inaction in the performance of his/her duties established in §§ 3561—3568 of this title resulting from business decisions made in good faith pursuant to the general public benefit stated in its certificate of incorporation, except for gross negligence, willful action or undue use of privileged information, known as insider trading.
History —Dec. 16, 2009, No. 164, added as § 23.08 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4079 - Public benefit director

(a) General rule.— Any Board of Directors of a public benefit corporation organized under the provisions of this chapter may designate from among its members a public benefit director who shall have, in addition to the same powers, duties, rights, and immunities of the other directors of the public benefit corporation, the powers, duties, rights, and immunities provided in this section.
(b) Election, removal, and qualifications.— The position of public benefit director shall be filled by election and may be declared vacant as provided in §§ 3641—3662 of this title. The public benefit director shall serve concurrently as the Benefit Officer of the corporation and the public benefit director of the corporation if the bylaws of the corporation so allow. The Board may even designate a standing committee of members of the Board of Directors and employees of the corporation that fulfill the functions described for the public benefit director in this section. The certificate of incorporation and the bylaws of the public benefit corporation may prescribe additional requirements for the position and duties of the public benefit director; provided, that such requirements are not inconsistent with this section.
(c) Annual declaration of compliance.— The public benefit director shall be responsible for recommending the internal public benefit policy in accordance with the certificate of incorporation and bylaws, overseeing compliance with the public benefit purposes and filing an annual report with the stockholders, which shall be attached to the Annual Benefit Report established in § 4083 of this title. The Annual Benefit Report shall include the following:
(1) Whether the public benefit corporation pursued its general public benefit during the report period.
(2) Whether the directors and officers acted in accordance with §§ 4078 and 4080 of this title.
(3) Recommendations in the case of noncompliance.
(d) For all intents and purposes, the action or inaction of an individual acting in the capacity of a public benefit director shall constitute an action or inaction of that individual in the capacity of a director of the public benefit corporation.
(e) Regardless of whether the certificate of incorporation or the bylaws of a public benefit corporation include a provision eliminating or limiting the personal liability of directors, a public benefit director shall not be personally liable for an action or inaction in the capacity of a public benefit director unless the action or inaction constitutes illegal insider trading, an unlawful willful act, or any other violation of law.
History —Dec. 16, 2009, No. 164, added as § 23.09 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4080 - Standards of conduct for officers and employees

(a) General rule.— The authority and powers vested in every public benefit corporation organized under this chapter or in the directors and officers thereof, described in the certificate of incorporation or instrument with similar force and effect, or the corporate bylaws shall be enjoyed and exercised by the corporation or the directors or officers thereof, as the case may be, for the furtherance of the public benefits included in the certificate of incorporation, considering the balance of interests and factors described in § 4078(b) of this title and for the proper conduct of its business and affairs.
(b) Exoneration of personal liability.— Except as provided in the certificate of incorporation and bylaws of a public benefit corporation, a director or an officer shall not be personally liable for monetary damages arising from an action or inaction for any business decision made in good faith pursuant to the general public benefit stated in its certificate of incorporation, except for gross negligence, willful action, or undue use of privileged information, known as insider trading.
History —Dec. 16, 2009, No. 164, added as § 23.10 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4081 - Public benefit officer

(a) A public benefit corporation may have an officer designated as Public Benefit Officer.
(b) Duties.— A public benefit officer shall administer the bylaws established by the Board of Directors to pursue general public benefits.
History —Dec. 16, 2009, No. 164, added as § 23.11 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4082 - Derivative suits in public benefit corporations

(a) Legal standing.— Only stockholders who own, individually or collectively, at least five percent (5%) of the total number of outstanding shares of one class or series at the time of the action or inaction stated in the suit, may initiate a derivative suit:
(1) Only for the failure to pursue or create a general public benefit involving gross negligence, as provided in § 4078 of this title; or
(2) a violation of an obligation, a duty, or standard of conduct under this chapter.
(b) Limitation of the corporation’s liability.— A public benefit corporation, its stockholders, directors, or officials shall not be held liable for failing to pursue the general public benefit stated in its certificate of incorporation.
History —Dec. 16, 2009, No. 164, added as § 23.12 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4083 - Transparency; annual reports; annual benefit report

(a) Every public benefit corporation organized under this chapter shall file annually a certified report with the Department of State, not later than April fifteenth (15th) of each year, pursuant to subsections (a) and (b) of § 3503 of this title, by an authorized officer, director or the incorporator, as provided in §§ 3851 or 3853 of this title, as applicable, for all corporations incorporated in the Commonwealth of Puerto Rico.
(b) Every public benefit corporation organized under this chapter shall file with the Department of State, along with the report specified in §§ 3851—3858 of this title, a declaration of the annual operation of the corporation and the furtherance of the general public benefit stated in the certificate of incorporation. Said declaration shall include the following:
(1) The bylaws and action plans established by the Board of Directors to pursue said public benefits;
(2) Factual, objective information based on commonly accepted standards on the success of the entity in pursuing said public benefits;
(3) A general social responsibility report of the overall corporate performance using an internationally recognized third-party standard on the following aspects, not necessarily related to the general public benefits of the corporation, as applicable:
(A) Environment.— Product lifecycle management; status of the balance between the exploitation of natural resources and consumption needs; production quality assurance; reduction of waste and residues; use of clean technologies; reduction of environmental impact on the air, water, vegetation, and soil; emergency management; reduction of environmental accidents; early fault detection of production systems; sustainable development approach; and responsible use of resources and balancing of economic, social, and environmental aspects of activities.
(B) Corporate operations.— Information transparency, impact on the economic development of local communities and support provided for the development of local communities where the corporation is located; occupational safety and health; reduction of work-related accidents, impact on the environment, and non-conforming product; standards compliance: report on evaluations conducted by government and/or independent regulatory agencies regarding compliance of the entity’s operations.
(C) Human capital.— Antidiscrimination policies and practices, elimination of situations involving violence, abuse, etc.; attention to vulnerable groups, safety in the workplace, and reduction of work-related accidents; prevention of occupational diseases; training and betterment of human resources.
(c) Every public benefit corporation organized under this chapter shall provide the contact information of the persons responsible for the reports (public benefit director and officer).
History —Dec. 16, 2009, No. 164, added as § 23.13 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 243 - Public Benefit Corporations (§§ 4071 — 4084) › § 4084 - Stock certificates

All certificates representing shares in a public benefit corporation shall contain the following sentence in a conspicuous language: “This public benefit corporation is subject to Chapter XXIII of the Puerto Rico General Corporations Act, Act No. 164-2009, as amended.
History —Dec. 16, 2009, No. 164, added as § 23.14 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 13 - Local parks—Restricted revenue account; donations

The Secretary of the Treasury of Puerto Rico is hereby authorized and directed to create a restricted revenue account to which shall be credited the funds derived from donations made by persons or organizations concerned with the construction of such parks, as hereinafter provided for. The proceeds of the donations so credited to said account shall, jointly with the appropriation of public funds hereby authorized, be used by the Sports and Recreation Department solely for the construction, development, and equipping of said local parks.
History —May 14, 1948, No. 193, p. 544, § 2.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 15 - Local parks—Place of sale

The sale of admission tickets to sports events outside the places expressly provided for these purposes by the impresario of the event with the approval of the Sports and Recreation Secretary is hereby prohibited.
Any person who sells or permits or aids in the selling of tickets to a sports event outside the place expressly provided for those purposes as provided in the foregoing paragraph, shall be guilty of a misdemeanor and upon conviction punished by a fine of not less than three hundred dollars ($300) nor more than five hundred dollars ($500), or by imprisonment in jail for a term of not less than thirty (30) days nor more than six (6) months; and for the second and each subsequent violation both penalties, fine and imprisonment, shall be imposed.
History —Dec. 15, 1953, No. 7, p. 96, § 1.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 16 - Admission tickets to sports events—Sale in excess of capacity

There is hereby prohibited the sale of tickets in excess of the maximum capacity as fixed by the Sports and Recreation Secretary and the Chief of the Firefighters Corps for each of the types of localities of the park where a sports event is to be held.
History —Dec. 15, 1953, No. 7, p. 96, § 2; June 16, 1956, No. 51, p. 158, § 1.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 17 - Admission tickets to sports events—Penalties; impresario defined

Any impresario of a sports event or any employee thereof who refuses or in any way fails to comply with the provisions of §§ 15—20 of this title or of the regulations that the Secretary of the Treasury may prescribe for implementing same, shall be guilty of a misdemeanor and upon conviction punished by a fine of not less than two hundred dollars ($200) nor more than five hundred dollars ($500), or by imprisonment in jail for a term of not less than thirty (30) days nor more than six (6) months. For the purposes of §§ 15—20 of this title, the word “impresario” includes, but without any limitation whatsoever, the owner, co-owner, manager, assistant manager, administrator, assistant administrator, or person in charge of the management of any sports team or aggregation; any natural or [juridical] person who directly or indirectly takes part in the promotion or running of any sports event or show; or any natural or [juridical] person who in any other capacity takes part, directly or indirectly, in any aspect of a sports event or show.
History —Dec. 15, 1953, No. 7, p. 96, § 3.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 18 - Admission tickets to sports events—Administrative fines

The Secretary of the Treasury is hereby authorized to levy administrative fines not exceeding five hundred dollars ($500) for each violation on any natural or [juridical] person violating the provisions of §§ 15—20 of this title or of any regulations promulgated or which may be promulgated for their enforcement; Provided, That in cases in which the fine is not paid within ten (10) days following the notification thereof, the Secretary of the Treasury shall file a complaint against the offender. The provisions of this section do not preclude the instituting of judicial action in lieu of administrative action.
History —Dec. 15, 1953, No. 7, p. 96, § 4.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 19 - Admission tickets to sports events—Cooperation of Chief of Police

The Chief of the Police of Puerto Rico is hereby directed to cooperate with the Secretary of the Treasury or his agents in the implementing of §§ 15—20 of this title, pursuant to the regulations that the said Secretary may promulgate.
History —Dec. 15, 1953, No. 7, p. 96, § 5.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 1 - Public Recreation and Parks Administration (§§ 1 — 22) › § 20 - Admission tickets to sports events—Regulations

The Secretary of the Treasury is hereby empowered to draft and promulgate such regulations as may be necessary for the carrying out of the purposes of §§ 15—20 of this title, which regulations shall have the force of law as soon as they are approved and promulgated, provided that said regulations shall be published in one or more newspapers of general circulation in Puerto Rico.
History —Dec. 15, 1953, No. 7, p. 96, § 6.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 2 - Permanent Register of Outstanding Puerto Rican Athletes (§§ 25 — 26) › § 25 - Definitions

For the purposes of this chapter, the following terms shall have the meaning expressed below:
(1) Department. — Means the Sports and Recreation Department.
(2) Outstanding athlete. — Means a person who has practiced, practices or is involved in any sport and who has obtained or achieved local or international recognition for his/her performance in any sport.
(3) Register. — Means the Permanent Register of Outstanding Puerto Rican Athletes.
(4) Secretary. — Means the Secretary of the Sports and Recreation Department.
History —Mar. 10, 1999, No. 91, § 3.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 2 - Permanent Register of Outstanding Puerto Rican Athletes (§§ 25 — 26) › § 26 - Permanent Register

(a) The Permanent Register of Outstanding Puerto Rican Athletes is hereby established within the Sports and Recreation Department.
(b) The Department shall be the custodian of said Register, which shall be periodically updated.
(c) The Secretary may:
(1) Prepare the Register.
(2) Employ the necessary professional, technical, research and office personnel within the available economic resources.
(3) Solicit and accept contributions of funds from the federal government and from other public or private sources.
(4) Coordinate and exchange information with other entities that are presently involved in similar endeavors so that they may help each other and avoid duplicating their efforts.
(5) Issue, free of charge, a certification, as well as credentials, stating that the recipient thereof is a member of the Register. Such certification may be issued to any of the assignees of a deceased member of the Register.
(d) The Permanent Register shall include, but not be limited to, the following:
(1) The name of the outstanding athletes and their date and place of birth;
(2) evidence of recognized local or international sports achievements, and
(3) the manner, if any, in which to communicate with the outstanding athlete, if alive, or with his/her relatives, if deceased.
(e) The Permanent Register shall be published in the webpage of the Sports and Recreation Department so that there is proof, at the local and international levels, of the long list of outstanding athletes of Puerto Rico.
History —Mar. 10, 1999, No. 91, § 4; Sept. 23, 2010, No. 143, § 1; Dec. 30, 2010, No. 244, § 1.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 41 - Colón Park Board

A board is created which shall be known as “Commonwealth Board of Colón Park”, composed of the Mayor of Aguadilla, the Mayor of Aguada, and the Secretary of Transportation and Public Works or any person designated by him to represent him on said board; Provided, That the persons composing said board shall serve ad honorem.
History —May 15, 1938, No. 320, p. 567, § 1, eff. 90 days after May 15, 1938.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 42 - Colón Park Board—Powers

This board shall have in its charge the maintenance and improvement of Colón Park, of all historic monuments, and of buildings and dependencies now existing thereon, as well as of all those that may be constructed hereafter, and shall cooperate with the authorities who appropriate funds for the maintenance and beautifying of said park. The said board is empowered to plan and construct all kinds of works that may be adaptable to the purpose of furnishing the most attractions for the public and especially for school children, and the said board may lease such sites as it may deem advisable for public shows and for such other purposes as the board may decide upon, under a plan and conditions established by it.
History —May 15, 1938, No. 320, p. 567, § 2, eff. 90 days after May 15, 1938.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 43 - Colón Park Board—Authority to administer funds

The Colón Park Board is hereby authorized to receive donations for the maintenance and improvement of said Colón Park and to administer said fund as well as any other funds which may be placed at its disposal by the federal or Commonwealth Government or by any municipality.
History —May 15, 1938, No. 320, p. 567, § 3, eff. 90 days after May 15, 1938.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 44 - Colón Park Board—Exploitation of buildings

The Colón Park Board is hereby further authorized to exploit, as it deems advisable, the buildings now existing and those hereafter constructed, either for account of the board or through lease to private persons; Provided, That all receipts obtained from the exploitation of said buildings shall be applied by the board to the maintenance and improvement of said park and of its buildings, as well as to the construction of any other buildings which may be necessary.
History —May 15, 1938, No. 320, p. 567, § 4, eff. 90 days after May 15, 1938.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 53 - State Park Condado Lagoon

(a) The Condado Lagoon and all the public lands surrounding it are hereby declared as Commonwealth Park under the jurisdiction of the Sports and Recreation Department.
(b) The Sports and Recreation Department shall be in charge of the development and embellishment of said area, as well as of the regulations for its use.
(c) The Sports and Recreation Department is hereby authorized to use those federal funds or gifts from private sources which may be obtained to carry out the purposes of this section.
History —May 29, 1968, No. 59, p. 98, §§ 1—3.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 54 - Muñoz Rivera Park museum; funds

(a) The Secretary of Agriculture of Puerto Rico is hereby directed to transfer to the Sports and Recreation Department the museum of the Department of Agriculture located at Muñoz Rivera Park and organized by virtue of the Organic Act of said Department, §§ 351—362, 366—375 and 378—385 of Title 3, including all specimens, as well as the other properties contained in said museum and everything annexed or appertaining thereto.
(b) The funds for the operation, improvement and maintenance of said museum shall be, on and from July 1, 1968, allocated to the Sports and Recreation Department in the General Budget of Expenses of the Government.
History —June 6, 1968, No. 72, p. 123, §§ 1, 2.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 55 - El Parque Campo del Morro

(a) The Grounds of El Morro are hereby declared as a State Park, under the jurisdiction of the Sports and Recreation Department, which shall be known as “ El Parque Campo del Morro ”.
(b) For the purposes of this section, the “Grounds of El Morro” shall be understood to be the land comprised within the perimeter formed by the Castillo del Morro, the walls and the buildings of the Antigua Beneficencia and the Cuartel de Ballajá in the Historic Zone of the city of San Juan.
(c) The Planning Board and the Department of Transportation and Public Works shall study the feasibility of the extension of the Boulevard del Valle throughout the length of the base of the irregular triangle formed by the Grounds of El Morro, until connecting with the passage beyond the walls existing between the Puerta de San Juan and the Paseo de la Princesa, thus completing the circumvallation, by public thoroughfares of the city of San Juan.
(d) The Governor of Puerto Rico, or the officer designated by him, is hereby authorized to obtain an agreement with the National Park Service to carry out the works necessary for the purpose of connecting the Boulevard del Valle with the passage beyond the walls existing between the Puerta de San Juan and the Paseo de la Princesa, should it be feasible in accordance with the study referred to in subsection (c) of this section.
(e) Any work to be carried out by the Sports and Recreation Department within said sector of the city shall not be executed without the previous consultation and approval of the Institute of Puerto Rican Culture. Any work to be carried out for the extension of the Boulevard del Valle until connecting with the passage beyond the walls extending from the Puerta de San Juan to the Paseo de la Princesa, shall be carried out through consultation and approval of the Institute of Puerto Rican Culture.
(f) The necessary funds for the development and conservation of the Parque del Campo del Morro shall be appropriated to the Sports and Recreation Department and the necessary funds for the extension of the Boulevard del Valle shall be appropriated to the Department of Transportation and Public Works.
History —June 21, 1968, No. 104, p. 213, §§ 1—6.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 56 - Luis Muñoz Marín Park

The park which has been known as “Las Américas” is hereby named “Luis Muñoz Marín Park”.
History —Oct. 6, 1980, No. 14, p. 1000.
2023 Laws of Puerto Rico › TITLE FIFTEEN - Sports and Parks (§§ 1 — 2020) › Subtitle 1 - Generally (§§ 1 — 915) › Chapter 3 - Parks (§§ 41 — 61) › § 57 - Father Santiago Guerra Park

The recreational and passive park of the San Antonio and San José Urbanizations of Ponce is hereby designated with the name of Father Santiago Guerra.
History —Sept. 17, 1994, No. 107, § 1.