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

(a) In the case of any transfer of outstanding capital voting stock of any bank organized under the provisions of §§ 1 et seq. of this title to any person or entity (or more than one, acting in common accord) that, once the transfer has been completed, said person or entity, directly or indirectly owns more than five percent (5%) of the outstanding capital voting stock of said bank, the parties to said transfer and said bank shall notify the terms thereof to the Commissioner no less than sixty (60) days prior to the date said transfer is to be completed. Said transfer shall require the approval of the Commissioner if it results in a change of control of the bank. It shall be presumed that a change of control occurs when as a result of the transfer, an acquirer (or acquirers, acting in common accord) who before said transfer did not directly or indirectly hold more than five percent (5%) of the outstanding capital voting stock of said bank, directly or indirectly possesses more than the stated percentage of said shares.
(b) For the purposes of this section, the term “control” shall mean the power to, directly or indirectly, direct or decisively influence the management or the norms of the bank.
(c) The notice to the Commissioner shall contain information as to the number of shares subject to the operation, the name and address of the seller or assignor and of the buyer, assignee or acquirer, the purchase price, the total number of shares owned by the seller or assignor and the buyer, assignee or acquirer, respectively, before making the proposed operation.
(d) It shall be the duty of the Commissioner, as soon as he/she receives notice of a proposed operation that may result in the control or in a change of control of the bank, to make the necessary investigations with respect to:
(1) The experience and moral and financial accountability of the buyer, assignee or acquirer;
(2) whether such experience and moral and financial accountability guarantee the effective functioning of the bank;
(3) whether the transfer of the control of the bank jeopardizes the interests of the depositors, creditors or stockholders of the bank, and
(4) the public interest, if any, involved in the transfer of control.
(e)
(1) The Commissioner shall issue the authorization for the transfer of control of a bank if the outcome of his investigation is satisfactory in his/her judgment.
(2) The Commissioner shall deny the authorization for the transfer if he/she should reach any of the following conclusions:
(A) The experience and moral and financial accountability of the buyer, assignee or acquirer do not justify the authorization of the transfer, or
(B) the experience and moral and financial accountability of the buyer, assignee or acquirer do not guarantee the efficient functioning of the bank, or
(C) the transfer of control of the bank unduly jeopardizes the interests of the depositors, creditors or stockholders of the bank, or
(D) the transfer of control is, in the judgment of the Commissioner, contrary to the public interest.
(3) The resolution of the Commissioner shall be final.
History —May 12, 1933, No. 55, p. 322, added as § 12 on June 29, 1965, No. 110, p. 300, § 2; July 23, 1974, No. 165, Part 1, p. 767, § 4; June 18, 1980, No. 5, p. 879, § 1; Aug. 28, 1997, No. 108, § 13.