2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 1 - Regulation of Business Generally (§§ 1 — 998q) › Chapter 33 - Investment Companies (§§ 661 — 683) › § 661 - Definition of general terms

(a) When used in this chapter, unless the context otherwise requires:
(1) Affiliated person. — Of another person means:
(A) Any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person;
(B) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;
(C) any person directly or indirectly controlling, controlled by, or under common control with, such other person;
(D) any officer, director, partner, copartner, or employee of such other person.
(2) Secretary. — Means the Secretary of the Treasury of the Commonwealth of Puerto Rico.
(3) Issuer. — Means every company that issues or proposes to issue any security, or has outstanding any such security issued by it.
(4) Majority-owned subsidiary. — Of a person means a company 50 per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning of this paragraph, is a majority-owned subsidiary of such person.
(5) Company. — Means a corporation, a partnership, an association, a joint stock company, a trust, a fund, or any organized group of persons whether incorporated or not; or any receiver, trustee in bankruptcy or similar officer or any liquidating agent for any of the foregoing, in his capacity as such.
(6) Person. — Means a natural person or a company.
(7) Promoter of a company or a proposed company. — Means a person who, acting alone or in concert with other persons, initiates or directs, or has, one year prior, at the most, initiated or directed, the organization of such company.
(8) Sale, sell. — Includes every contract of sale or disposition, for a certain value, of a security or participation therein; “offer to sell”, or “offer for sale” includes all intent to offer the disposition of, or solicitation of an offer to buy, any such security.
(9) Security. — Means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement or partnership, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
(10) Value. — With respect to assets of investment companies, means:
(A) With respect to securities owned by them at the end of the last preceding fiscal quarter for which market quotations are readily available, the market value at the end of such quarter;
(B) with respect to other securities and assets owned by them at the end of the last preceding fiscal quarter, the fair value at the end of such quarter, as determined in good faith by the board of directors, and
(C) with respect to securities and other assets acquired after the end of the last preceding fiscal quarter, the cost thereof, in each case on the date or dates determined pursuant to this chapter and to the rules and regulations issued by the Secretary hereunder.
The Secretary may, by rules and regulations or orders, permit the valuation of securities at cost or on other basis in those cases where it may be more convenient for such company to make its computations on such basis by reason of the necessity or desirability of complying with the provisions of any revenue laws or rules and regulations issued thereunder, or the laws or the rules and regulations issued thereunder of any State in which the securities of such company may be authorized for sale.
(11) Wholly-owned subsidiary. — Of a person means a company 90 per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning of this paragraph, is a wholly-owned subsidiary of such person.
History —Oct. 19, 1954, No. 6, p. 220, § 1, eff. Jan. 1, 1955.