2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART I - Banks (§§ 1 — 278) › Chapter 7 - Merger or Consolidation (§§ 91 — 91a) › § 91a - Certificate of title to property and merger

(a) The provisions of § 91 of this title notwithstanding, in any case in which at least ninety percent (90%) of the outstanding shares of each class of shares of a corporation or corporations are held by a bank organized under the provisions of §§ 1 et seq.of this title, said corporation or corporations may merge with and within the bank, and the bank shall assume all obligations of said corporation or said corporations, while the main bank shall always survive. To such effects the bank shall grant, authenticate and issue a certificate of title and merger, pursuant to § 32 of this title, whereby a copy of the resolution of its Board of Directors in favor of said merger and the date of its adoption shall be consigned. In the event that the bank is not the proprietor of all the outstanding shares of all the subsidiary corporations participating in the merger in the aforementioned manner, the resolution of the Board of Directors of the bank shall consign the terms and conditions of the merger, including the securities, cash, assets and rights that must be issued, paid, transferred or conveyed by the bank upon the transfer of each share of the subsidiary corporation.
(b) Thus approved and certified, it shall be submitted to the Commissioner for his/her approval or disapproval within the term of ninety (90) days as of the date in which the petition for the authorization of the merger or consolidation agreement was filed with the Office of the Commissioner. In making his/her determination, the Commissioner shall consider the public interest, among other factors. The Commissioner shall only approve a merger according to the provisions of subsection (a) of this section after having determined that the subsidiary corporation or corporations to be merged with the bank is, or are exclusively engaged in activities which the bank may directly undertake pursuant to §§ 1 et seq. of this title. Provided, however, That the Commissioner may approve said merger provided that the resulting bank disposes, within a reasonable period of time, those activities which a bank is unable to carry out directly under §§ 1 et seq. of this title. Should the Commissioner fail to approve the merger pursuant to this Section, he/she shall serve notice of his determination by certified mail within a term of ninety (90) days. Should the Commissioner give his/her approval, the certificate of merger shall then be filed at the Office of the Secretary of State and henceforth considered as the merger agreement and certificate of the merger of the said corporate entities. A copy of the said merger document, duly certified by the Secretary of State under his/her seal, shall constitute proof of the existence of the resulting banking entity.
(c) Subsections (c), (g) and (h) of § 91 of this title shall apply to mergers conducted according to this section.
(d) In case not all shares of a corporation subsidiary of the bank that is a party to a merger made pursuant to this section, belong to the principal bank just prior to the merger, the stockholders of the subsidiary corporation that is a party to the merger shall be entitled to assessment as established in subsection (i) of § 91 of this title.
History —May 12, 1933, No. 55, p. 322, added as § 15(a) on Aug. 28, 1997, No. 108, § 16.