2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART I - Banks (§§ 1 — 278) › Chapter 3 - Incorporation and Organization (§§ 31 — 39) › § 32 - Certificate of incorporation

Once the certificate of incorporation has been signed and sworn to before a notary as provided above, and the two (2) copies thereof have been presented to the Secretary of State, together with the permit granted by the Commissioner authorizing the organization of the bank, and after the Secretary of State has issued under his/her seal, and upon payment of the proper filing fees, the certificate stating that said document containing the clauses required by the preceding section have been filed with the Department of State, the existence of the bank named in said certificate shall begin, and as of the date of said filing the bank in reference shall constitute a juridical body under the name set forth in said certificate, subject, however, to dissolution as provided in §§ 1 et seq. of this title.
After the Secretary of State has issued said certificate as provided above, he/she shall so notify the Commissioner, while forwarding to the latter a duplicate of the articles of incorporation.
When the Commissioner has received said duplicate and the bank subscribing the same shows the Commissioner that at least fifty percent (50%) of its issued capital stock has been duly paid in, and that said bank has complied with all the provisions of §§ 1 et seq. of this title, as a prior requirement for a bank to be authorized to commence operations, the Commissioner shall examine the condition of said bank specifically ascertaining the amount of its paid-in capital, the name and places of residence of its directors and generally whether said bank has complied with all the provisions of §§ 1 et seq. of this title required to entitle it to engage in the banking business; and a statement, to be sworn to by a majority of the directors and by the president or the manager of said institution, in which all the facts needed for the Commissioner to determine whether the bank is legally qualified to commence its operations, shall be filed with the Office of the Commissioner.
If upon examination of the facts so reported or of any other facts of which the Commissioner has knowledge, it appears that said bank is legally qualified to commence operations, the Commissioner shall issue to said bank a certificate with his/her signature and official seal stating that said bank has complied with all the provisions of law and that said bank is authorized to commence operations. But the Commissioner may withhold the certificate authorizing the bank to commence operations when shown that the stockholders have organized said bank with purposes other than the legitimate purposes determined in §§ 1 et seq. of this title.
The bank shall have the certificate issued by the Commissioner published once in a newspaper of general circulation in Puerto Rico, within thirty (30) days following the issue of the same.
The certificate of incorporation filed pursuant to §§ 1 et seq. of this title, or a copy thereof duly executed by the Secretary of State, shall be prima facie evidence of the facts contained therein.
History —May 12, 1933, No. 55, p. 322, § 5; June 3, 1948, No. 6, p. 16, § 1; Aug. 28, 1997, No. 108, § 5.