2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3737 - Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation

(a) One (1) or more nonstock corporations organized under the Commonwealth may merge or consolidate with one (1) or more other nonstock corporations of any state of the United States, the District of Columbia, or of any other foreign jurisdiction, if the laws of such other jurisdictions permit a corporation of such jurisdiction to merge with a corporation of 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 nonstock corporation established by the consolidation, which may be a corporation of the place of incorporation of any one of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, executed and approved in accordance with this section.
(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 memberships of each of the constituent corporations into memberships of the corporation surviving or resulting from such merger or consolidation or of cancelling some or all of such memberships;
(4) such other details and provisions as shall be deemed desirable, and
(5) such other provisions or facts as shall then be required to be stated in a certificate 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, executed, and acknowledged by each of the constituent corporations in accordance with the laws of the place of incorporation and, in the case of a domestic corporation, as provided in § 3736 of this title. The agreement shall be filed and recorded, and shall become effective for all purposes of the laws of the Commonwealth when and as provided in § 3736 of this title with respect to the merger of nonstock corporations of the Commonwealth. Insofar as they may be applicable, the provisions set forth in the last sentence of subsection (c) of § 3732 of this title, and the reference therein to “stockholder” shall be deemed to include “member” hereunder.
(d) If the corporation surviving or resulting from the merger or consolidation is to be governed by the laws of any jurisdiction other than the Commonwealth, 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 organized under the Commonwealth, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation. Furthermore, it shall irrevocably appoint the Secretary of State as its agent to accept service of process in any 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, the Secretary of State shall forthwith notify such surviving or resulting corporation thereof by certified mail, return receipt requested, directed to such 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 document or documents served upon the Secretary of State. 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 made 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 a part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and 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 when the service was made. The Secretary of State shall not be required to retain such information for a period longer than five (5) years from receipt of the service of process.
(e) The provisions of § 3731(e) of this title shall apply to a merger under this section if the corporation surviving the merger is a domestic corporation.
History —Dec. 16, 2009, No. 164, § 10.07.