2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART I - Banks (§§ 1 — 278) › Chapter 3 - Incorporation and Organization (§§ 31 — 39) › § 31 - Incorporation

One or more natural or juridical persons of sufficient legal capacity may organize a bank, but they must first apply in writing for a permit from the Commissioner.
Any application for a permit to organize a bank in Puerto Rico shall be accompanied by the amount of two thousand five hundred dollars ($2,500) or that amount established by the Commissioner, to cover the investigation expenses the latter may incur, as provided below, and the amount of five hundred dollars ($500), or that amount prescribed by the Commissioner, for the license corresponding to the year in which the permit to organize the bank is applied for. Should the permit requested be denied, the amount corresponding to the license fee shall be returned to the applicants, but the Commissioner shall retain the amount corresponding to the investigation expenses.
It shall be the duty of the Commissioner, as soon as he/she receives an application for a permit, to conduct whatever investigations are necessary with respect to:
(1) The capacity, financial solvency and banking and commercial experience of the applicants;
(2) whether such capacity, solvency and experience are sufficient to guarantee the efficient functioning and operation of the bank;
(3) the character and general reputation, as well as the banking and commercial experience of the presumed officers or officials who are to direct the workings of the bank, and
(4) the capital which said bank has available for its operation.
The Commissioner shall issue the permit requested if the results of said investigations are satisfactory, in his/her judgment; Provided, That the resolution issued by the Commissioner shall be final. Once the permit is issued, the incorporator or incorporators shall execute before a notary, and file the certificate of incorporation in duplicate pursuant to the provisions of this section; furthermore, Provided, That domestic banks which have obtained a certificate from the Commissioner authorizing them to commence operations, but have not yet opened their doors to the public, shall be bound to comply with all of its provisions.
Said certificate of incorporation shall be signed by the incorporator or incorporators and duly sworn before a notary public. It shall specifically state:
(a) The name by which the bank shall be known.
(b) The city or town in Puerto Rico, and the street and number, if any where its main office, which shall be its legal domicile, shall be established.
(c) The amount of its authorized capital.
(d)
(1) If the bank is to be authorized to issue only one class of capital shares, the total number of shares that the bank shall issue and the par value of each.
(2) If the bank is to be authorized to issue more than one class of shares, the total number of shares of all classes which the bank may issue shall be consigned, and
(A) The number of shares of all classes that are to have par value and the par value of each share of each class, or
(B) the number of shares that shall have no par value, or both.
(3) The certificate of incorporation shall also include a statement of every denomination, faculty, preference and right, with their conditions, limitations or restrictions which are to be established in the certificate of incorporation and that are allowed through the provisions of Act No. 144 of August 10, 1995, known as the “General Corporations Law of 1995”, regarding any class or classes of shares of the bank; or the certificate may include the express concession of authority to the Board of Directors to establish by resolution or resolutions any of the aforementioned matters that are not to be established in the certificate of incorporation.
(e) The term fixed for the duration of the bank.
(f) That the objective or purpose of the corporation is to engage in the banking business as permitted by §§ 1 et seq. of this title.
(g) The time limit and manner in which to convene and hold regular, general stockholders meetings and the reasons, cases and manner of convening and holding special meetings.
(h) Manner to constitute a majority in regular as well as special meetings, provided it is not contrary to the provisions of §§ 1 et seq. of this title.
(i) Name and home address of each incorporator.
(j) Number of bank directors, which shall not be less than three (3), the majority of which must be bona fide residents of Puerto Rico; the manner of electing them; their term of office and the number needed to constitute quorum.
(k) Any other clause which the incorporator or incorporators may deem convenient to insert to regulate business and manage the affairs of the bank, provided said clauses are not in contravention of §§ 1 et seq. of this title, or any other laws of Puerto Rico.
History —May 12, 1933, No. 55, p. 322, § 4; June 3, 1948, No. 6, p. 16, § 1; July 23, 1974, No. 165, Part 1, p. 767, § 2; Aug. 28, 1997, No. 108, § 4.