2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART II - Trust Companies (§§ 301 — 503) › Chapter 33 - Incorporation and Organization (§§ 331 — 333) › § 331 - Organization; application and articles of incorporation

Seven (7) or more persons enjoying full civil rights may organize a trust company, but first, they must request permission in writing from the Secretary of the Treasury and also remit a certified check drawn to the order of the Secretary for the amount of seven hundred and fifty dollars ($750), to cover the cost of the investigation to be carried out.
As soon as the Secretary of the Treasury receives the request for a permit, it shall be his duty to carry out the investigations needed as to:
(1) The petitioner’s trust and business capacity and experience;
(2) whether said ability and experience are sufficient to guarantee the efficient functioning and operation of the trust company;
(3) whether the needs of the locality justify the request;
(4) the character and general reputation, as well as the trust and business experience of the presumptive executives or officials who are to direct the operations of the company;
(5) if it will be of public benefit, and
(6) the company’s operating capital.
The Secretary of the Treasury may issue the requested permit if the result of the investigations are satisfactory, in his judgment; Provided, That the expenses incurred by the Secretary of the Treasury in said investigations shall be paid by the petitioners, chargeable to the item previously set aside. If the investigation expenses exceed seven hundred and fifty dollars ($750), the difference thus determined shall be claimed from the petitioners. Once the permit has been issued, the organizers shall execute before a notary, and file in duplicate, its articles of incorporation in accordance with the provisions of this section. If the permit is denied, the fees paid for the investigation shall be retained by the Secretary of the Treasury. Said articles of incorporation must be subscribed by each of the incorporators and duly attested before a notary public. They shall specifically state:
(1) The name by which the trust company is to be known.
(2) The city or town of Puerto Rico where its main office is to be established, which shall be its legal residence.
(3) The amount of its capital stock which shall amount to not less than one hundred thousand dollars ($100,000), and the number of shares and par value of each into which such capital stock shall be divided.
(4) The term of its existence, which may be perpetual.
(5) The names and places of residence of the incorporators and the number of the shares of the capital stock subscribed by each.
(6) The number of directors of the trust company, which shall not be less than seven (7) nor more than twenty (20), of whom a majority shall be bona fide residents of Puerto Rico; the manner of their election, their terms of office and the number necessary to constitute a quorum.
(7) A declaration that each incorporator will accept the responsibilities and faithfully discharge the duties of a director therein if elected to act as such when authorized by the provisions of §§ 301—503 of this title.
(8) The manner in which the shares of the capital stock of the trust company may be transferred.
(9) The time and manner of calling and holding regular meetings of stockholders, and the reasons, cases and manner of calling and holding special meetings.
(10) The manner of counting and the number constituting a majority at the regular and special meetings of stockholders, provided the same are not in conflict with the provisions of §§ 301—503 of this title.
(11) Such other articles which the incorporators may deem it advisable to insert for the regulation of the business and the conduct of the affairs of the trust company; provided, that such articles shall not be in conflict with §§ 301—503 of this title, or with any other laws of Puerto Rico.
History —Apr. 23, 1928, No. 40, p. 234, § 6; June 26, 1980, No. 14, p. 900, § 2.