2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3812 - Withdrawal of a foreign corporation from the Commonwealth; procedure; subsequent service of process

(a) Any foreign corporation which shall have qualified to do business in the Commonwealth under § 3801 of this title, may surrender its authority to do business in the Commonwealth and may withdraw therefrom by filing with the Secretary of State:
(1) A certificate executed in accordance with § 3503 of this title stating that it surrenders its authority to transact business in the Commonwealth and withdraws therefrom; and stating the address to which the Secretary of State may mail any process against the corporation that may be served upon the Secretary of State; or
(2) a copy of a certificate of dissolution issued by the proper official of the jurisdiction of its incorporation, duly certified to be a true and exact copy under the official seal of the official, together with a certificate, which shall be executed in accordance with subsection (1) of this section, stating the address to which the Secretary of State may mail any process against the corporation that may be served upon the Secretary of State, or
(3) a copy of an order or decree of dissolution made by any court with competent jurisdiction or other competent authority of the Commonwealth or other jurisdiction of its incorporation, duly certified to be a true and exact copy under the hand of the clerk of the court or other official body, and the official seal of the court or official body or clerk thereof, together with a certificate executed in accordance with subsection (1) of this section, stating the address to which the Secretary of State may mail any process against the corporation that may be served upon the Secretary of State.
(b) The Secretary of State shall, upon payment to the Secretary of State of the fees prescribed in § 3901 of this title, issue a sufficient number of certificates, under the Secretary of State’s hand and official seal, evidencing the surrender of the authority of the corporation to do business in the Commonwealth and its withdrawal therefrom. One of the certificates shall be furnished to the corporation withdrawing and surrendering its right to do business in the Commonwealth; the certificate shall be delivered to the agent of the corporation designated as such immediately prior to the withdrawal.
(c) Upon the issuance of the certificates by the Secretary of State, the appointment of the registered agent of the corporation in this jurisdiction, upon whom process against the corporation may be served, shall be revoked, and the corporation shall be deemed to have consented that service of process in any action, suit or proceeding based upon any cause of action arising in the Commonwealth, during the time the corporation was authorized to transact business in the Commonwealth, may thereafter be made by service upon the Secretary of State.
(d) In the event of service upon the Secretary of State, the Secretary of State shall forthwith notify the corporation by certified mail, return receipt requested, directed to the corporation at the address stated in the certificate which was filed by the corporation with the Secretary of State pursuant to subsection (a)(1) of this section, enclosed with a copy of the process and any other papers served upon the Secretary of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate to the Secretary of State, to notify the Secretary of State that service is being made pursuant to this section, and to pay the Secretary of State the fees established in Chapter 237 of this subtitle, which sum shall be paid as part of the cost of the action, suit or proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which the process has been served, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain the information contained in such record of process for a period longer than five (5) years from receipt of the service of process.
History —Dec. 16, 2009, No. 164, § 13.12.