2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART II - Trust Companies (§§ 301 — 503) › Chapter 43 - Dissolution and Liquidation (§§ 491 — 494) › § 494 - Reasons for dissolution; procedure for liquidation

Trust companies shall be dissolved:
(a) Because of the expiration of the term fixed for their duration.
(b) Because the total capital of the corporation has been lost.
(c) Because of a voluntary declaration of bankruptcy.
(d) By resolution of its board of directors with the consent of three-fourths (¾) of its stockholders in interest, adopted at a meeting specially called for that purpose, or
(e) by decree of a court of competent jurisdiction as herein provided.
During the period of liquidation of a trust company, the management thereof shall make no new contracts or obligations, its powers being limited, as liquidator, to collect debts, extinguish obligations as they mature and perform such operations as may then be pending.
Within fifteen (15) days after the beginning of the period of liquidation of a trust company, the management thereof shall take an inventory of the assets and liabilities and strike a balance, a copy of which shall be sent by mail to each stockholder, and submit the same to a general meeting of stockholders for their examination.
At the general meeting of stockholders called for the purpose, the inventory and balance hereinabove referred to shall be examined and, upon approval thereof, such inventory and balance shall be returned to the management, if it is decided that the liquidation of the trust company be continued by it, or else the same shall be turned over to such other liquidators, whether or not stockholders, as may be appointed.
Before entering upon their duties as such the liquidators shall furnish such bond as may be fixed by the stockholders, who shall also fix the compensation to be paid to the said liquidators for their services.
The liquidators shall make a monthly statement as to the condition of the liquidation and a statement shall be published every six (6) months in a newspaper of general circulation in the place where the trust company is located.
The liquidators shall be answerable to the stockholders for any loss that the trust company may suffer through fraud or negligence in the discharge of their duties, and they shall not undertake any operation or engagement with the property of the trust company unless authority so to do shall have been expressly conferred upon them by the stockholders.
As soon as the condition of the liquidation shall permit of the declaration of partial dividends amounting to ten percent (10%) of the capital of the trust company, the liquidators shall make the appointment and payment thereof to the stockholders; Provided, That the final dividend may be less than ten percent (10%) of said capital stock.
Stockholders shall have the right to demand from said liquidators any information of interest to them as to the liquidation and pending operations but shall have no right to demand a distribution of the capital of the trust company until all the debts and obligations thereof shall have been satisfied, or the amount of the said debts and obligations provided for in a manner approved by the Secretary of the Treasury of Puerto Rico, if the same cannot be paid in cash.
During the term of liquidation of a trust company, the provisions of its bylaws shall be observed as regards calling regular and special meetings of stockholders, for the purpose of reporting the progress made in the liquidation and taking such action as may be deemed best for the interest of all concerned.
The books and papers of a trust company in liquidation shall remain under the custody of the liquidators until the full liquidation and settlement with each and every person interested in any way in the assets thereof, after which they shall finally be filed in the Department of the Treasury of Puerto Rico.
History —Apr. 23, 1928, No. 40, p. 234, § 44, eff. 90 days after Apr. 23, 1928.