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) › § 3622 - Restrictions on transfer of stocks

(a) A written restriction on the transfer or registration of transfer of the shares or other securities of a corporation, if permitted by this section and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in the notice sent pursuant to subsection (f) of § 3581 of this title, may be enforced against the holder of the restricted security or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing the security or, in the case of uncertificated shares, contained in the notice sent pursuant to subsection (f) of § 3581 of this title, a restriction shall be ineffective except against a person with actual knowledge of the restriction.
(b) A restriction on the transfer or registration of transfer of the shares of a corporation may be imposed by the certificate of incorporation or by the bylaws or by an agreement among any number of shareholders or among such holders and the corporation. No restrictions so imposed shall be binding with respect to shares issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction.
(c) A restriction on the transfer of securities of a corporation is permitted by this section if it:
(1) Obligates the holder of the restricted securities to offer to the corporation or to any other holder of shares of the corporation or to any other person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities; or
(2) obligates the corporation or any holder of securities of the corporation or any other person or any combination of the foregoing, to purchase the securities which are the subject of an agreement respecting the purchase and sale of the restricted securities; or
(3) requires the corporation or the holders of any class of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities, or to approve the amount of securities of the corporation that may be owned by any person or group of persons, or
(4) prohibits the transfer of the restricted securities to designated persons or classes of persons and such designation is not manifestly unreasonable.
(d) Any restriction on the transfer, holding or ownership of the stocks of a corporation, or shares on limited liability companies shall be conclusively presumed to be for the purpose of keeping its qualification as:
(1) Electing “corporation of individuals” pursuant to §§ 8680—8689 of Title 13 or any other previous or subsequent similar act.
(2) “Real estate investment trust” pursuant to §§ 8701—8703 of Title 13, or any other previous or subsequent similar act.
(3) Maintaining any tax advantage to the corporation.
(e) Any other lawful restriction on transfer or registration of transfer of shares or other securities of a corporation is permitted by this section.
(f) None of the provisions of this chapter may be construed as to broaden the powers of minors or other persons who lack full civil capacity, or those of the trustees, executors or judicial administrators or other fiduciaries so as to validly endorse, transfer or grant power.
History —Dec. 16, 2009, No. 164, § 6.02.