2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 231 - Renewal, Revival, Extension and Restoration of the Corporate Legal Status (§§ 3761 — 3764) › § 3762 - Renewal, revival, extension, and restoration of certificate of incorporation

(a) Any corporation organized under the laws of the Commonwealth as well as any corporation whose certificate of incorporation has become void pursuant to the law and any corporation whose certificate of incorporation has expired by reason of failure to renew it or whose certificate of incorporation has been renewed, but, through failure to comply strictly with the provisions of this subtitle the validity of whose renewal has been brought into question, may, at any time before the expiration of the time limited for its existence and subject to all of its duties, debts, and liabilities which had been secured or imposed by its original certificate of incorporation and all amendments thereto, procure an extension, restoration, renewal or revival of its certificate of incorporation, together with all the rights, privileges, and immunities provided by the same.
(b) The extension, restoration, renewal or revival of the certificate of incorporation may be procured by executing, acknowledging and filing and recording a certificate in accordance with § 3503 of this title.
(c) The certificate required by subsection (b) of this section shall state:
(1) The name of the corporation, which shall be the existing name of the corporation or the name it bore when its certificate of incorporation expired, except as provided otherwise in subsection (e) of this section.
(2) The address of the corporation’s registered office in the Commonwealth and the name of its registered agent at such address.
(3) Whether or not the renewal, restoration or revival is to be perpetual and if not perpetual the time for which the renewal, restoration or revival is to continue and, in case of renewal before the expiration of the time limited for its corporate existence, the date when the renewal is to commence. Such date shall be prior to the date of the expiration of the old certificate of incorporation which it is desired to renew.
(4) That the corporation desiring to be renewed or revived and so renewing or reviving its certificate of incorporation was duly organized under the laws of the Commonwealth.
(5) The date when the certificate of incorporation would expire, if such is the case, or such other facts as may show that the certificate of incorporation has become cancelled pursuant to § 3546(b) of this title, or that has become forfeited or void or the validity of any renewal has been brought into question.
(6) That the certificate for renewal or revival is filed by authority of those who were directors or administrators of the corporation at the time its certificate of incorporation expired or who were elected directors or administrators of the corporation as provided in subsection (g) of this section.
(d) Upon the filing of the certificate in accordance with § 3503 of this title the corporation shall be renewed and established with the same force and effect as if its certificate of incorporation had not been cancelled pursuant to § 3546(b) of this title, forfeited or void, or had not expired. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its certificate of incorporation by the corporation, its officers and agents during the time when its certificate of incorporation was cancelled pursuant to § 3546(b) of this title, or forfeited or void, or after its expiration, with the same force and effect and to all intents and purposes as if the certificate of incorporation had at all times remained in full force and effect. All real and personal property, rights and credits, which belonged to the corporation at the time its certificate of incorporation became cancelled pursuant to § 3546(b) of this title, or forfeited or void, or expired and which were not disposed of prior to the time of its revival and restoration, shall be vested in the corporation, after its revival and restoration, as they were held by the corporation at and before the time its certificate of incorporation became cancelled pursuant to § 3546(b) of this title, or forfeited or void, or expired. The corporation after its revival and restoration shall be as exclusively liable for all contracts, acts, matters and things made, done or performed on its behalf by its officers and agents prior to its revival, as if its certificate of incorporation had at all times remained in full force and effect.
(e) If, after the certificate of incorporation became cancelled pursuant to § 3546(b) of this title, or forfeited or void, or expired, any other corporation organized under the laws of the Commonwealth that would have adopted the same name as the corporation sought to be renewed or revived under this section or a name so nearly similar thereto as not to distinguish it or any foreign corporation registered under § 3801 of this title that would have adopted the same name as the corporation sought to be renewed or revived or a name so nearly similar thereto as not to distinguish it from the corporation to be renewed or revived, then, in such case, the corporation to be renewed or revived shall not be renewed under the same name which it bore when its certificate of incorporation became cancelled pursuant to § 3546(b) of this title, or forfeited or void or expired but shall adopt or be renewed under some other name that, pursuant to the laws in effect, may be adopted by a corporation established and organized in accordance with the provisions of this subtitle. In such case the certificate to be filed under the provisions of this section shall set forth the name borne by the corporation at the time its certificate of incorporation became cancelled pursuant to § 3546(b) of this title, forfeited or void or expired and the new name under which the corporation is to be renewed or revived.
(f) Any corporation that renews or revives its certificate of incorporation under this subtitle shall pay to the Commonwealth a sum equal to all annual duties and penalties due even though its certificate of incorporation became cancelled pursuant to § 3546(b) of this title forfeited or void or expired or otherwise. Any corporation whose certificate of incorporation has been cancelled, forfeited, void or expired for more than five (5) years and renews or revives such certificate under this section, shall, in lieu of the payment of the annual duties and penalties otherwise required by this subsection, pay a sum equal to two (2) times the amount of the annual duties that would be due and payable by such corporation for the year in which the renewal or revival is effected, computed at the then current rate of taxation. No payment made pursuant to this subsection shall reduce the amount of annual duties due.
(g) If a sufficient number of the last acting officers of any corporation desiring to renew or revive its certificate of incorporation are not available by reason of death, unknown address or refusal or neglect to act, the directors of the corporation or those remaining on the board, even if only one (1), may elect successors to such officers. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors, as provided by the bylaws of the corporation, and the board shall then elect such officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the business and affairs of the corporation. A special meeting of the stockholders for the purposes of electing directors may be called by any officer, director or stockholder upon notice given in accordance with § 3652 of this title.
(h) After renewal or revival of the certificate of incorporation of the corporation, the provisions of § 3641(d) of this title shall govern and the period of time the certificate of incorporation of the corporation was cancelled pursuant to § 3546(b) of this title, or after its expiration, shall be included within the calculation of the thirty (30)-day and thirteen (13)-month periods to which § 3641(d) of this title refers. Provided, That a special meeting of stockholders held in accordance with subsection (g) of this section shall be deemed an annual meeting of stockholders for purposes of § 3641(d) of this title.
(i) Whenever it shall be desired to renew or revive the certificate of incorporation of any nonprofit nonstock corporation organized under the laws of the Commonwealth before or after this act takes effect, the governing body shall perform all the acts necessary for the renewal or revival of the certificate of incorporation of the corporation which are performed by the board of directors in the case of a corporation having capital stock. The members of any nonprofit nonstock corporation who are entitled to vote for the election of members of its governing body shall perform all the acts necessary for the renewal or revival of the certificate of incorporation of the corporation which are performed by the stockholders in the case of a corporation having capital stock. In all other respects, the method and the procedure for the renewal or revival of the certificate of incorporation of any nonprofit nonstock corporation shall conform, as nearly as may be applicable, to the method and the procedure prescribed in this section for the renewal or revival of the certificate of incorporation of a corporation having capital stock.
History —Dec. 16, 2009, No. 164, § 11.02.