2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3739 - Domestic and foreign stock and nonstock corporations

(a) One (1) or more corporations organized under the laws of the Commonwealth, whether stock or nonstock corporations and whether or not organized for profit, may merge or consolidate with one (1) or more other corporations of any other state of the United States of America, the District of Columbia or of other foreign jurisdiction whether stock or nonstock corporations and whether or not organized for profit, if the laws under which the other corporations are established shall permit such a corporation of such jurisdiction to merge with a corporation of another jurisdiction. The constituent corporations may merge into a single corporation, which may be any of the constituent corporations, or they may consolidate into a new corporation established by the consolidation, which may be a corporation of the place of incorporation of any of the constituent corporations, pursuant to an agreement of merger or consolidation executed and approved in accordance with this section. The surviving or resulting corporation may be either a stock corporation or a nonstock corporation, as shall be specified in the agreement of merger required by subsection (b) of this section.
(b) In the case of domestic corporations, the method and procedure to be followed by the constituent corporations so merging or consolidating shall be as prescribed in § 3738 of this title. The agreement of merger or consolidation shall also set forth such other matters or provisions as shall then be required to be set forth in certificates of incorporation by the laws of the jurisdiction of the surviving or resulting corporation and that can be stated in the case of a merger or consolidation. The agreement, in the case of foreign corporations, shall be adopted, approved, executed, and acknowledged by each of the constituent foreign corporations in accordance with the laws under which each is established.
(c) The requirements of § 3732(d) of this title as to the appointment of the Secretary of State to receive process and the manner of serving the same in the event the surviving resulting corporation or new corporation is to be governed by the laws of any other jurisdiction shall also apply to mergers or consolidations effected under this section. Section 3731(e) of this title shall apply to mergers effected under this section if the surviving corporation is a corporation organized under the Commonwealth. Section 3731(d) of this title shall apply to any constituent stock corporation party to a merger or consolidation under this section. Section 3731(e) of this title shall apply to any constituent stock corporation party to a merger under this section.
(d) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a stock corporation, if the charitable status of such nonstock corporation would thereby be lost or impaired; but a stock corporation may be merged into a charitable nonstock corporation which shall continue as the surviving corporation.
History —Dec. 16, 2009, No. 164, § 10.09.