2023 Laws of Puerto Rico › TITLE TWENTY-ONE - Municipalities (§§ 1-4 — 6756) › Subtitle 6 - Autonomous Municipalities (§§ 4001 — 4990-4990j) › Chapter 233 - Special Corporations for Municipal Development (§§ 4801 — 4816) › § 4803 - Certificate of incorporation

In addition to the requirements of §§ 3501 et seq. of Title 14, the certificate of incorporation shall include the following information:
(a) The name and residential address of each of the incorporators, and an affirmation or statement that they are residents of the municipality in which the special corporation is constituted and that none of them is an official or employee of the municipal government, nor has been for one year prior to the date of the certificate of incorporation.
(b) The official name of the special corporation, which must include the words “Corporation for the Development (economic, urban, industrial, recreational, cultural, health, agricultural, environmental or any other area it is interested in developing), followed by the name of the municipality and the initials C.D.”
(c) The location of the main office of the corporation and of the resident agent, which must be located within the territorial limits of the municipality in which the corporation is constituted and organized.
(d) The public purposes or ends for which the corporation has been formed, and that it is a nonprofit entity.
(e) A certified copy of the legislature’s resolution authorizing the creation of the corporation.
(f) A statement that said corporation is created under the protection of this chapter.
(g) The number of directors on the Board of Directors shall not be less than twelve (12); but may be larger, as long as it is composed of multiples of three (3). Of these, the mayor may appoint no more than two-thirds, who may be officials of the municipality, excluding those who may have a direct or indirect intervention in the negotiating procedures of the corporation and the municipality, or private citizens, preferably representatives of communities in need of development. The directors appointed by the mayor shall enjoy all of the rights and privileges of a director, as provided in the bylaws of the special corporation, except those who are municipal officials who shall not have voting rights.
(h) The term of appointment of the members of the Board of Directors; Provided, That the directors, appointed by the mayor pursuant to subsection (g) of this section, shall hold office for staggered terms of one to three (3) years, until their successors take office. The mayor may appoint the same municipal official or employee, or private citizen as a director, up to a maximum of two (2) consecutive terms.
(i) State whether the corporation shall be constituted under the member system, in which case, the number of members must be stated as well as the nature of their representation of the following sectors: community groups, private nonprofit entities with ties to the areas of development, and persons of recognized prestige and capacity who contribute their knowledge and experience to achieve corporate ends.
(j) Authorization to all persons who are members of the Board of Directors to examine the books, documents and records of the corporation, upon request.
(k) A statement that the organization and its internal affairs shall be governed by corporate statutes.
The certificate of incorporation shall be filed with the Secretary of State for evaluation and registration, after payment of the corresponding fees. If it is found to be in compliance with the provisions of this chapter and §§ 3501 et seq. of Title 14, the Secretary of State shall certify its registration and shall remit certified copies to the mayor and the Secretary of the legislature.
History —Aug. 30, 1991, No. 81, § 17.003; Apr. 13, 1995, No. 36, § 53.