2023 Laws of Puerto Rico › TITLE SIX - Nonprofit Associations (§§ 1 — 108) › Chapter 3 - Hospitalization and/or Surgeons’ Services Associations (§§ 41 — 55) › § 53a - Requirements for the voluntary dissolution of an association for the purpose of its incorporation as a stock insurer

In the case of any association which opts for voluntary liquidation so as to then be incorporated as a stock insurer, it must meet the following requirements:
(1) The Board of Directors of the association must approve, by majority vote, a resolution approving its liquidation so that it may be incorporated as a stock insurer.
(2) Once the Board of Directors has approved the aforementioned resolution, it must call a special assembly of the association’s delegates to consider the approval of said voluntary dissolution.
(3) The approval of the voluntary dissolution of the association so that it may be incorporated as a stock insurer shall require the majority vote of its delegates.
(4) Once the delegates have approved the aforementioned liquidation, the association shall present the corresponding application to the Commissioner of Insurance for his/her approval together with all pertinent information regarding the same. Provided, That the Commissioner of Insurance may require the association to provide all financial or other documents deemed necessary to evaluate said application. Once the application for voluntary dissolution has been filed, and as long as the association complies in good faith with all the information requirements requested by the Commissioner of Insurance, any prescriptive or other term established by the Commissioner of Insurance which affects the operations of the association shall be interrupted, except when the situation becomes one of extraordinary financial precariousness.
(5) Once the Commissioner of Insurance has given his/her approval to the application for voluntary dissolution of the association so that it can be incorporated as a stock insurer, the process of incorporation of the new insurer shall commence pursuant to the provisions of §§ 2801 et seq. and §§ 2901 et seq. of Title 26.
(6) The association in process of voluntary liquidation so as to be incorporated as a stock insurer shall establish the amount of the net assets of the association on the basis of the surplus resulting if all obligations of the association are liquidated at the time of the voluntary liquidation. Provided, That the net assets of the association shall belong to the group of subscribers of the association who at the time of the aforementioned voluntary liquidation are paying premiums to the latter totally or partially. Said net assets shall constitute the contribution which said group of subscribers shall be bound to make to the stock insurer to be incorporated once the association is voluntarily liquidated. Said group shall be deemed as unnamed stockholders thereof and to which the aforementioned subscribers shall retain as membership while they continue to pay the premiums to the aforesaid insurer. Said net assets shall be subject to the provisions of § 53b of this title, and in no way whatsoever shall this affect, determine or significantly alter the valuation said contribution in the stock insurer to be incorporated.
Once the stock insurer has been incorporated, those insured persons who totally or partially pay premiums to said insurer, shall become a part of the group of unnamed stockholders and shall maintain said condition as long as they continue to pay said premiums.
History —May 9, 1942, No. 152, p. 828, added as § 14 on July 13, 1998, No. 122, § 2.