2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3745 - Conversion of other entities to domestic corporations

(a) As used in this section, the term “other entity” means a limited liability company, trust, business trust or association, real estate investment trust, or any other unincorporated business including a partnership (whether general, including a limited liability partnership) or limited (including a limited liability limited partnership) or a foreign corporation.
(b) Any other entity may convert to a domestic corporation of the Commonwealth by complying with subsection (h) of this section and filing in the office of the Secretary of State:
(1) A certificate of conversion to a domestic corporation that has been executed in accordance with subsection (i) of this section and filed in accordance with § 3503 of this title, and
(2) a certificate of incorporation that has been executed, acknowledged, and filed in accordance with § 3503 of this title.
(c) The certificate of conversion to a domestic corporation shall state:
(1) The date on which and jurisdiction where the other entity was first created, incorporated, organized or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation;
(2) the name of the other entity immediately prior to the filing of the certificate of conversion to a domestic corporation, and
(3) the name of the domestic corporation as set forth in its certificate of incorporation filed in accordance with subsection (b) of this section.
(d) Upon filing before the Secretary of State a certificate of conversion to a domestic corporation and the certificate of incorporation, the other entity shall be converted to a domestic corporation and it shall thereafter be subject to all of the provisions of this subtitle, except that notwithstanding § 3503 of this title, the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first organized, incorporated, created or otherwise came into being.
(e) The conversion of any other entity to a domestic corporation shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic corporation or the personal liability of any person incurred prior to such conversion.
(f) When another entity has been converted to a domestic corporation pursuant to this section, the domestic corporation shall, for all purposes of the laws of Puerto Rico, be deemed to be the same entity as the converting entity. When any conversion shall have become effective under this section, for all purposes of the laws of Puerto Rico, all of the rights, privileges, and powers of the other entity that has converted, and all property, real, personal, and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall be the property of such domestic corporation to which such other entity has converted. The title to any real property vested by deed or otherwise in such other entity shall not revert or be in any way impaired by reason of this subtitle; but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the domestic corporation to which such other entity has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as a domestic corporation. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities, and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which such other entity has converted for any purpose of the laws of Puerto Rico.
(g) Unless otherwise agreed for all purposes of the laws of Puerto Rico or as required under applicable non-Puerto Rico law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity and shall constitute a continuation of the existence of the converting other entity in the form of a domestic corporation.
(h) Prior to filing a certificate of conversion to corporation with the office of the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and a certificate of incorporation shall be approved by the same authorization required to approve the conversion.
(i) The certificate of conversion to corporation shall be signed by any person who is authorized to sign the certificate of conversion to corporation on behalf of the other entity.
(j) In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a domestic corporation may be exchanged for or converted into cash, property, rights or shares of stock or securities of such domestic corporation or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or shares of stock or securities of or interests in another domestic corporation or other entity.
History —Dec. 16, 2009, No. 164, § 10.15.