reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3587 - Partially paid shares

Any corporation may issue the whole or any part of its shares as partly paid shares which shall be subject to the balance of the price to be paid for the same. On the face or back of the certificate issued to represent partially paid shares or in the books and records of the corporation in the case of uncertificated partially paid shares, the total amount of the purchase price and the amount which has been paid thereon shall be stated. Upon declaring dividends on fully paid shares, the corporation shall declare dividends on partially paid shares of the same class, but only on the basis of the percentage of the purchase price which has been paid.
History —Dec. 16, 2009, No. 164, § 5.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3588 - Partially paid shares stockholder or subscriber liabilities

(a) When the total price of the shares has not been paid to the corporation and the assets are insufficient to satisfy the claims of the creditors of the corporation, every holder or subscriber of such shares shall be bound to pay for each share held or subscribed by him/her the sum necessary to complete the amount of the unpaid balance of the price for which the corporation issued or shall issue such shares.
(b) The amounts which shall be payable as provided in subsection (a) of this section may be recovered as provided in § 3784 of this title after a writ of execution has been returned unsatisfied, as provided in said section.
(c) No assignee of shares or subscriptions of shares in good faith and without knowledge or notice that the full price of the shares has not been paid, shall be personally liable for any unpaid portion of such price, but the transferor shall be liable for the same.
(d) No person holding shares in any corporation as collateral security shall be personally liable as a stockholder, but the person who has pledged such shares shall be deemed the holder thereof and shall be liable for the same. No executor, administrator, guardian or trustee shall be personally liable as a stockholder, but the property or funds held by the executor, administrator, guardian or trustee or other trustee in such capacity shall be liable for such obligations.
(e) No liability shall be asserted under this section nor § 3784 of this title after six (6) years from the issue of the shares or the date of subscription for the shares upon which liability is asserted.
(f) In any action brought by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain the performance of an obligation, as provided in this section, any stockholder or subscriber of shares of an insolvent corporation may appear and contest the claim or claims of such receiver or trustee.
History —Dec. 16, 2009, No. 164, § 5.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3589 - Payment for partially paid shares

The capital stock of a corporation shall be paid in the amounts and on the dates the directors may require. The directors may, from time to time, demand payment with respect to each partially paid share of such sum of money which in the judgment of the directors may be required by the needs of the business, which shall not exceed the balance pending payment on such stock. The sum so demanded shall be paid to the corporation on such dates and in such installments as the directors shall set forth. The directors shall notify in writing the place and date of such payments and such notice shall be sent by mail not less than thirty (30) days prior to the date of such payment to the holders or subscribers of partially paid shares to their last known postal address.
History —Dec. 16, 2009, No. 164, § 5.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3590 - Shares payment arrears; remedies

When a stockholder fails to satisfy any payment installment or requirement with respect to his/her stock, duly demanded by the directors upon maturity of such obligation, the directors may collect the amount of such installment or payment demanded, or any balance thereof remaining unpaid, through a judicial proceeding against the delinquent stockholder or through a sale at public auction of such part of the shares of the delinquent stockholder as will pay the amounts due which had been assigned to such shares, as well as the interests and any incidental expenses. The shares sold in this manner shall be transferred to the buyer, who shall be entitled to the corresponding shares certificate.
The notice of the date and place of the sale and the amount owed per share shall be published in a newspaper of general circulation in the Commonwealth of Puerto Rico, at least one (1) week before the date of the sale, and the corporation shall send such notice to the delinquent stockholder at his/her last known mailing address at least twenty (20) days before the sale.
If there is no bidder to pay the amount due on the stock and if the amount is not collected through judicial proceedings in the Commonwealth of Puerto Rico within one (1) year of the commencement thereof, the corporation shall acquire title to such stock and the rights corresponding to the amount paid by the delinquent stockholder.
History —Dec. 16, 2009, No. 164, § 5.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3591 - Stock certificates; uncertificated shares

The shares of a corporation shall be represented by certificates; Provided, however, That the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Such resolution shall not apply to shares represented by certificates until the certificate is surrendered to the corporation. Every stockholder represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation, by the chair or vice chair of the board of directors or by the president or vice president and by the treasurer or assistant treasurer, or the secretary or assistant secretary of such corporation representing the number of shares registered in certificate form. Each and every one of the signatures on the certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature appears on the certificate shall have ceased in his/her duties as such before the aforesaid certificate is issued, the corporation may issue such certificate with the same effect as if such officer, transfer agent or registrar held his/her office on the date of issuance.
No corporation shall issue certificates of shares to the bearer.
History —Dec. 16, 2009, No. 164, § 5.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3592 - Corporate capital stock; personal property; transfer

The capital stock of every corporation shall be deemed personal property and transferable as provided in Chapter 226 of this subtitle. Whenever any transfer of shares shall be made as collateral security, and not in absolute manner, it shall be so stated in the entry of transfer thereof, if when the certificates are presented to the corporation for transfer, or when the transfer of uncertificated shares is requested, both the transferor and transferee so request.
History —Dec. 16, 2009, No. 164, § 5.12.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3593 - Loss, misappropriation, theft or destruction of shares certificate; issuance of new certificated or of uncertificated shares

The corporation may issue new share certificates or new uncertificated shares in lieu of any certificate issued by the same which has allegedly disappeared by loss, misappropriation, theft or destruction. The corporation may require the owner of the lost, misappropriated, stolen, or destroyed certificates, or the legal representative of such owner, to post a bond sufficient to compensate the corporation in the event that any claim may arise on account of the alleged loss, misappropriation, theft or destruction of such certificates or from the issuance of new certificates or uncertificated shares.
History —Dec. 16, 2009, No. 164, § 5.13.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3594 - Corporate powers regarding ownership, etc., of its shares

(a) Every corporation organized pursuant to the provisions of this subtitle may purchase, receive, take or acquire, own and hold, sell, exchange, transfer and dispose, pledge, use and negotiate its own shares. No corporation organized in such manner may, however:
(1) Use its funds or assets for the purpose of acquiring its own corporate capital stock when the capital of the corporation has been impaired or when such use results in the impairment of the corporate capital; except, that the corporation may purchase or redeem with its own capital its preferred or special shares or, should there be no preferred or special outstanding shares, any of its own shares, should said shares were to be retired from circulation, once acquired by the corporation and the corporate capital is reduced pursuant to the provisions of §§ 3683 and 3684 of this title;
(2) purchase, for a price higher than that for which they could then be redeemed at that time, any of its shares which are redeemable at the option of the corporation, or
(3) redeem any of its shares unless such redemption is authorized by subsection (b) of § 3581 of this title, and the same is carried out as provided in said section and in the certificate of incorporation.
(b) Nothing set forth in this section limits or affects the right of a corporation to resell any of its shares purchased or redeemed with its surplus funds, and which have not been retired, on the terms fixed by the board of directors.
(c) The shares of its own capital stock which belong to the corporation or to any other corporation, if the majority of the voting shares in the election of directors of such other corporation is held directly or indirectly by the corporation, shall neither be voting shares nor count to determine quorum. Nothing contained in this section shall be construed as limiting the right of any corporation to vote in representation of its own stock, including, but not limited to, its own stock held by it in a fiduciary capacity.
(d) The shares which have been designated for redemption shall not be deemed as outstanding shares for voting purposes or for determining the total number of voting shares on any matter as of the date on which written notice of the redemption is sent to the holders of such shares and a sum sufficient to pay the redemption price of such shares is irrevocably deposited or reserved.
History —Dec. 16, 2009, No. 164, § 5.14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3595 - Additional shares issue

The directors of a corporation may at any time and from time to time, if all of the shares of capital stock authorized by the certificate of incorporation of such corporation have not been issued, accept subscriptions, issue, or otherwise commit to issue, additional shares of its capital stock, up to the amount authorized in its certificate of incorporation.
History —Dec. 16, 2009, No. 164, § 5.15.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3596 - Subscriptions’ revocability

Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be created shall be irrevocable, except by the consent of all other subscribers or the corporation, for a period of six (6) months from its date.
History —Dec. 16, 2009, No. 164, § 5.16.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3597 - Subscriptions’ requirements

A subscription for stock of a corporation, made before or after the creation of the corporation, may not be enforced against the subscriber, unless the same is in writing and signed by the subscriber or his/her agent.
History —Dec. 16, 2009, No. 164, § 5.17.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3598 - Dividends; payment of dividends; depletable resources corporations

(a) Subject to the restrictions contained in the certificate of incorporation, the directors of any corporation created pursuant to the provisions of this subtitle may declare and pay dividends upon the shares of capital stock, or to its members in the case of a nonstock for-profit corporation, either:
(1) Charged to surplus, as defined and computed in accordance with §§ 3584 and 3684 of this title, or
(2) in absence of such surplus, charged to the net profits of the fiscal year in which the dividend is declared, of the preceding fiscal year, or of both years.
If the capital of the corporation, computed pursuant to §§ 3584 and 3684 of this title, has diminished because of the depreciation in the value of its assets, or because of losses or otherwise, to an amount less than the aggregate amount of capital represented by the issued and outstanding shares of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare nor pay dividends out of such net assets on no class of shares of their corporate capital until the deficiency in the amount of capital represented by the issued and outstanding shares of all classes, having a preference with respect to the distribution of assets, have been corrected. None of the provisions of this section shall invalidate or affect a note, bond or obligation of the corporation paid by the same as a dividend to its shareholders, or any subsequent payment made according to the instrument paid as dividend, if at the time in which such note, bond or obligation was to be paid by the corporation, the latter had a surplus or net profit, as provided in clauses (1) and (2) of this subsection, from which the corporation could have been able to pay the dividend pursuant to the law.
(b) Subject to the restrictions contained in its certificate of incorporation, the directors of any corporation engaged in the exploitation of depletable assets (including, but not limited to, corporations engaged in the exploitation of natural resources and other depletable resources, including patents, or engaged primarily in the liquidation of specific assets) may determine the net profits derived from such liquidations without taking into consideration the depletion of such resources resulting from the lapse of time, the consumption, the liquidation, and the exploitation of such assets.
History —Dec. 16, 2009, No. 164, § 5.18.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3599 - Reserves for special purposes

The directors of a corporation may set apart or reserve funds for any proper purpose from any funds which the corporation has available for dividends and may eliminate any of the reserves created in this manner.
History —Dec. 16, 2009, No. 164, § 5.19.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3600 - Directors’ liability as to the dividends and redemption of shares

Any director or member of any committee designated by the board of directors who relies on the accounting books and records of the corporation or on the financial statements prepared by any of its officers or by independent certified public accountants or by an appraiser selected with reasonable care by the board of directors, shall be fully protected as to the value or amount of the assets, liabilities and its net profits, or any thereof, or of any fact pertinent to the existence or amount of surplus or other funds from which dividends might properly be declared and paid; or from which the stock of the corporation might properly be purchased or redeemed.
History —Dec. 16, 2009, No. 164, § 5.20.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3601 - Declaration and payment of dividends

No corporation shall pay dividends except as provided in this subtitle. The dividends may be paid in cash, with assets or in shares of corporate capital stock. If the dividend is to be paid in unissued shares of the capital stock, the board of directors shall, by resolution, direct that there be designated as capital in respect of such shares, an amount which shall not be less than the aggregate par value of the shares with par value being declared as dividends and, in the case of shares without par value being declared as dividends, such amount as shall be designated by the board of directors. If the shares have been distributed by a corporation pursuant to a stock split, rather than as payment of dividends payable in stock, such designation of capital is not necessary.
History —Dec. 16, 2009, No. 164, § 5.21.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3602 - Directors’ liability for illegal payments of dividends or purchase or redemption of shares; discharge of liability; contribution among directors; subrogation

(a) Whenever, intentionally or by negligence, the provisions of §§ 3594 and 3598 of this title are violated, the directors under whose administration the violation was committed shall, within six (6) years after the payment of the unlawful dividend, be jointly liable to the corporation and to the creditors of the corporation in case of dissolution or insolvency, for the full amount of the unlawfully paid dividend or for the amount unlawfully paid in the purchase or redemption of the stock of the corporation, plus the interest accrued by said amount from the time such liability arose. Any director absent when the same was incurred, or who had dissented from the act or resolution by which such liability was incurred, shall be acquitted from such liability if he/she states his/her opposition at the time it occurred or immediately thereafter in the minutes corresponding to the sessions of the directors whereat such act took place.
(b) Any director against whom liability is imposed in accordance with this section shall be entitled to receive a contribution from the other directors who may have voted in favor of the unlawful dividend, stock purchase or redemption or concurred in the approval thereof.
(c) All directors against whom liability is imposed in accordance with this section shall, to the extent of the amount paid by him/her as the result of such claim, be entitled to subrogate to the rights of the corporation against the stockholders who received the dividends paid on the stock, the proceeds of the sale or the redemption of his/her stock with knowledge of the facts stating that such dividend, sale or redemption was illegal, pursuant to the provisions of this subtitle, in proportion to the amounts received by each one of such stockholders, respectively.
History —Dec. 16, 2009, No. 164, § 5.22.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 226 - Transfer of Corporate Capital Stock (§§ 3621 — 3622) › § 3621 - Transfer of stocks, shares certificate and uncertificated shares

Except as otherwise provided in this chapter, the transfer of stocks, and the certificates representing such shares, or of uncertificated shares shall be governed by the provisions of §§ 1701 a 1911 of Title 19. To the extent that any of the provisions of this chapter is inconsistent with any of the provisions of the Commercial Transactions Act, §§ 401 et seq. of Title 19, the provisions of this chapter shall prevail.
History —Dec. 16, 2009, No. 164, § 6.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3644 - Cumulative voting

The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which such holder would be entitled to cast for the election of directors with respect to such holder’s voting shares multiplied by the number of directors to be elected. The number of votes so determined may be casted for a single director or may distribute them among the number to be voted for, or for any two (2) or more of them as such holder may see fit.
History —Dec. 16, 2009, No. 164, § 7.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3646 - Quorum and required vote for stock corporations

Subject to the provisions of this subtitle in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In no event shall a quorum consist of less than one-third (⅓) of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of not less than one-third (⅓) of the shares of such class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:
(a) A majority of the shares entitled to vote, whose holders are present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders;
(b) in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;
(c) directors shall be elected by a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, and
(d) where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter and the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.
History —Dec. 16, 2009, No. 164, § 7.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3647 - Voting rights of fiduciaries, pledgors

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation such person has expressly empowered the pledgee to vote thereon. In which case only the pledgee, or such pledgee’s proxy, may represent such stock and vote thereon.
History —Dec. 16, 2009, No. 164, § 7.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3649 - List of stockholders entitled to vote; penalty for refusal to produce; stock ledger

(a) The officer who has charge of the stock ledger of a corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting:
(1) On a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or
(2) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
(b) Negligence or intentional denial of the directors to present such list at any meeting for the election of directors held at a place or to make such list available for examination on a reasonably accessible electronic network during the election of directors held solely by means of remote communication, shall disable the directors to be elected to any office in such meeting.
(c) The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.
History —Dec. 16, 2009, No. 164, § 7.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3651 - Voting, inspection of books, and other rights of bondholders and debenture holders

Every corporation may in its certificate of incorporation confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the certificate of incorporation. The corporation may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the stockholders of the corporation have or may have by reason of the laws of the Commonwealth of Puerto Rico or of the provisions of the certificate of incorporation. If the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of this subtitle which requires the vote of stockholders as a prerequisite to any corporate action and the certificate of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in subsection (b)(2) of § 3682 of this title.
History —Dec. 16, 2009, No. 164, § 7.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3652 - Notice of meetings and adjourned meetings

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxies may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(b) Unless otherwise provided in this subtitle, the written notice of any meeting shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxies may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
History —Dec. 16, 2009, No. 164, § 7.12.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3653 - Board of directors; vacancies and newly created directorships

(a) Unless otherwise provided in the certificate of incorporation or bylaws:
(1) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
(2) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one (1) or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
If at any time, by reason of death or resignation or other cause, a corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the certificate of incorporation or the bylaws, or may apply to the Court of First Instance (Superior Parts) for a decree summarily ordering an election as provided in § 3641 of this title.
(b) In the case of a corporation, the directors of which are divided into classes, any directors chosen under subsection (a) of this section shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified.
(c) If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board as constituted immediately prior to any such increase, the Court of First Instance (Superior Parts) may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the outstanding voting stock, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid. Such election shall be governed by the provisions of § 3641 of this title, as far as applicable.
(d) Unless otherwise provided in the certificate of incorporation or bylaws, when one (1) or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Each director so chosen shall hold office as provided in this section in the filling of other vacancies.
History —Dec. 16, 2009, No. 164, § 7.13.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3654 - Forms of records

Any records maintained by a corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method provided that the records so kept can be converted into clearly legible paper form within a reasonable time. Any corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of this subtitle.
History —Dec. 16, 2009, No. 164, § 7.14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3655 - Contested election of directors; proceedings to determine validity

(a) Upon application of any stockholder or director, or any officer whose title to office is contested, or any member of a corporation without capital stock, the Court of First Instance (Superior Part) may hear and determine the validity of any election, appointment, removal or resignation of any director, member of the governing body, or officer of any corporation, and the right of any person to hold or continue to hold such office, and, in case any such office is claimed by more than one (1) person, may determine the person entitled thereto. In any of the above cases and to that end, the Court of First Instance (Superior Part) may make such order or decree as may be just and proper, with power to enforce the production of any books, papers and records of the corporation relating to the issue. In case it should be determined that no valid election has been held, the Court of First Instance (Superior Part) may order an election to be held in accordance with § 3641 of this title. With respect to any application pursuant to this section, service of copies of the application upon the registered agent of the corporation shall be deemed to be service upon the corporation and upon the person whose title to office is contested and upon the person, if any, claiming such office. The registered agent shall forward immediately a copy of the application to the corporation and to the person whose title to office is contested and to the person, if any, claiming such office, in a postpaid, sealed, registered letter addressed to such corporation and such person at their post-office addresses last known to the registered agent or furnished to the registered agent by the applicant stockholder. The Court of First Instance (Superior Part) may make such order respecting further or other notice of such application as it deems proper under the circumstances.
(b) Upon application of any stockholder or any member of a corporation without capital stock, the Court of First Instance (Superior Part) may hear and determine the result of any vote of stockholders or members, as the case may be, upon matters other than the election of directors, officers or members of the governing body. Service of the application upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the court to adjudicate the result of the vote. The court may make such order respecting notice of the application as it deems proper under the circumstances.
History —Dec. 16, 2009, No. 164, § 7.15.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3656 - Appointment of custodian or receiver of corporation on deadlock or for other causes

(a) The Court of First Instance (Superior Part), upon application of any stockholder, may appoint one (1) or more persons to be custodian or custodians, and, if the corporation is insolvent, to be receiver or receivers, of and for any corporation when:
(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or
(2) the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division, or
(3) the corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.
(b) A custodian appointed under this section shall have all the powers to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court of First Instance (Superior Parts) shall otherwise order and except in cases arising under subsection (a)(3) of this section or subsection (a)(2) of § 3835 of this title.
History —Dec. 16, 2009, No. 164, § 7.16.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3658 - Waiver of notice

Whenever notice is required to be given under any provision of this subtitle or the certificate of incorporation or bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance or participation of a person at a meeting, pursuant to § 3561(h) of this title, shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting because the meeting was not called or convened pursuant to this subtitle. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or the bylaws.
History —Dec. 16, 2009, No. 164, § 7.18.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3659 - Exception to requirements of notice

(a) Whenever notice is required to be given, under any provision of this subtitle or of the certificate of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this subtitle, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
(b) Notwithstanding any of the provisions of this subtitle, the certificate of incorporation or the bylaws of any corporation, it shall not be required to give notice to any stockholder or, if the corporation is a nonstock corporation, to any member, to whom:
(1) Notice of two (2) consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting has been given during the period between such two (2) annual meetings, or
(2) all, and at least two (2), payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12)-month period, have been mailed to such person at his/her address as shown on the records of the corporation and have been returned undeliverable.
Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth such person’s current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this subtitle, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this section.
(c) The exception in subsection (b)(1) of this section shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.
History —Dec. 16, 2009, No. 164, § 7.19.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3660 - Powers of court in elections of directors

(a) The Court of First Instance (Superior Part), in any proceeding instituted under §§ 3641, 3644 or 3655 of this title may determine the right and power of persons claiming to own stock, or in the case of nonstock corporations, persons claiming to be members thereof, to vote at any meeting of the stockholders.
(b) The Court of First Instance (Superior Part) may appoint a person to hold any election provided for in §§ 3641, 3644 or 3655 of this title under such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of noncompliance with any order made by the Court of First Instance (Superior Part); and, in case of disobedience by a corporation of any order made by the Court of First Instance (Superior Part), may enter a decree against such corporation for a penalty of not more than five thousand dollars ($5,000).
History —Dec. 16, 2009, No. 164, § 7.20.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3661 - Notice by electronic transmission

(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent as to this section shall be deemed revoked if:
(1) The corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the corporation in accordance with such consent.
(2) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; Provided, That the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(b) Notice given pursuant to subsection (a) of this section shall be deemed given:
(1) If by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of:
(A) Such posting, and
(B) the giving of such separate notice, and
(4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(c) For purposes of this chapter, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
(d) This section shall apply to any corporation organized under this chapter that is not authorized to issue capital stock, and when so applied, all references to stockholders shall be deemed to refer to members of such a corporation.
(e) This section shall not apply to §§ 3590, 3761, 3762 and 3763 of this title.
History —Dec. 16, 2009, No. 164, § 7.21.