2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3503 - Execution, acknowledgment, filing, and recording of the original certificate of incorporation; effective date; exceptions

(a) Whenever it is required to file any document with the Department of State in accordance with this section or any other provision of this subtitle, such filing shall be executed as follows:
(1) The certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation: it shall be signed by the incorporator or incorporators. If any incorporator is not available by reason of death, disability, unknown whereabouts, or refusal to act, then any such other instrument that needs to be filed, as stated before, may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that such other instrument shall state that such incorporator was not available and states:
(A) The reason for his/her absence.
(B) That such incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of such person.
(C) That such person’s signature on such instrument is otherwise authorized and not invalid.
(2) All other instruments shall be signed:
(A) By any authorized officer of the corporation; or
(B) if the instrument states that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or
(C) if the instrument states that there are no such officers or directors, then by the holders of record of a majority of all voting outstanding shares of stock, or such of them as may be designated by the holders of record, or
(D) by the holders of record of all outstanding shares of stock entitled to vote.
(b) Whenever this subtitle requires any instrument to be acknowledged, such requirement shall be satisfied in any of the following ways:
(1) A formal acknowledgment by the person or by one of the persons signing the instrument, that the same was executed by him/her by the corporation and that the facts stated therein are true. Such acknowledgment shall be sworn before an official authorized by the laws of the place of execution to take sworn statements. If said official has an official seal, he/she shall affix it to the instrument.
(2) The signature, by itself, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the formal affirmation or acknowledgment of the signatory, under penalty of perjury, that the instrument was executed by him/her or the corporation and that the facts contained therein are true.
(c) Whenever an instrument is to be filed in the Department of State as provided in this section of this Act [sic], such requirement shall mean that:
(1) The original signed instrument or a certified copy, in the case of deeds or acts executed before a notary public, shall be filed at the registrar’s office of the Department of State.
(2) All fees authorized by law in connection with the filing of the instrument shall be tendered to the Department of State.
(3) Once the instrument has been filed and all required fees tendered, the Department of State shall record the date and time of its delivery. Once the instrument is recorded, the Department of State shall certify the filing of the instrument at its offices by endorsing on the original the word “Filed” and the date and time of its filing. This evidence constitutes the “filing date” of the instrument and shall be conclusive as to the date and time of the filing, except in the case of fraud. The Secretary of State shall record and file the instrument. Except as provided in clause (4) of this subsection or in subsection (g) of this section, the “filing date” of the document shall be the date and time on which the document was filed.
(4) If on or before the filing of the instrument the Secretary of State is requested to record the instrument on a subsequent date and time he/she may do so to the extent deemed practicable. If the Secretary of State refuses to file any instrument due to an error, omission or other imperfection in the content thereof, the Secretary of State may retain and hold such instrument in suspension upon filing of a replacement instrument, within five (5) days after the suspension is notified, in which case the Secretary shall use the date and time of the filing of the original document as the “filing date”. The Department of State shall not issue a certificate of good standing insofar as a corporation has an instrument held in suspension.
(5) The Department of State shall cause to be entered such information from each document as the Secretary of State deems appropriate into an information system. Such information and a copy of the document shall be deemed to be public documents and should be kept for the term established by the Secretary of State on a suitable medium.
(d) Any instrument filed pursuant to the provisions of subsection (c) of this section shall be effective on its filing date. However, any instrument may provide that it is not to become effective until a specified date subsequent to the filing date, but such date shall not exceed ninety (90) days from the filing date. If any instrument filed in accordance with subsection (c) of this section provides for its effective date or time to be subsequent to that in which it was filed at the Department of State, the filing of a new or amended document, prior to the effective date or time set forth in such instrument, shall be necessary so as to be able to cancel its effective date and amend the subsequent date and time. Such amendment may state that the filing date should be the original date in which the document was filed at the Department of State, but it shall not be allowed to amend the subsequent date and time to exceed the ninety (90)-day term of effectiveness as of the filing.
(e) If in any other section of this subtitle another manner of executing, acknowledging, filing or recording a particular instrument or a date for such instrument to become effective which differs from the corresponding provisions of this section is specifically provided, then the other provision shall prevail over this section.
(f) Whenever an instrument filed at the Department of State pursuant to the provisions of this subtitle is an inaccurate record of the corresponding corporate action or is erroneously or defectively executed, sealed or acknowledged, the instrument may be corrected by filing at the Department of State of a certificate of correction which shall be executed, acknowledged, filed, and recorded pursuant to the provisions of this section. The certificate of correction shall specify the inaccuracies or defects to be corrected and shall set forth such portion of the instrument in its corrected form. In lieu of filing a certificate of correction the instrument may be corrected by filing with the Department of State a corrected instrument which shall be executed, acknowledged, filed, and recorded in accordance with the provisions of this section. The corrected instrument shall be specifically designated as such in its heading, shall indicate the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form. The corrected instrument shall be effective as of the filing date of the original instrument, except as to the persons who are substantially and adversely affected by the correction, for which the corrected instrument shall be effective from the filing date thereof.
(g) As an exception, the Secretary may establish such date and time as the filing date if:
(1) When filing any instrument with the Department of State, the same shall enclose an affidavit under penalty of perjury attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit under penalty of perjury, that an earlier effort to file such instrument was made in good faith, stating the nature, date, and time of such effort and requesting that the Secretary of State establish such date and time as the “filing date” of such instrument; or
(2) when filing any instrument with the Department of State, the Secretary of State in his/her discretion provides a written waiver of the requirement for such an affidavit under penalty of perjury and states that, according to his/her judgment, it appears that an earlier effort to file such instrument was made in good faith and specifies the date and time of such effort, and
(3) the Secretary of State determines that a special condition existed at the date and time of the effort, that such earlier effort was unsuccessful as a result of the existence of such special condition, and that subsequently such filing was made within a reasonable period not exceeding two (2) days after the cessation of such special condition. The Secretary of State may establish such date and time as the filing date. The Secretary may request such evidence as he/she may deem to be necessary to make the determinations required under this paragraph and in absence of fraud the determination shall be final and binding. If the Secretary of State establishes the “filing date” according to the provisions of this paragraph, the affidavit under penalty of perjury or the written waiver, as the case may be, should be endorsed with the date and time in which they were filed or issued, respectively, and shall be enclosed with the filed instrument. The filed instrument, pursuant to this subsection, shall be effective as of the date determined by the Secretary of State and the provisions set forth herein, except for those persons who are substantially and adversely affected by such determination, as to those persons, the instrument shall be effective from the date and time endorsed on the affidavit under penalty of perjury or written waiver, as the case may be.
History —Dec. 16, 2009, No. 164, § 1.03.