reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 235 - Annual Reports and Obligation to Keep Books and Other Documents in Puerto Rico (§§ 3851 — 3858) › § 3853 - Foreign corporations; annual reports

Every foreign corporation, whether or not for profit, authorized to do business in Puerto Rico shall annually file with the offices of the Department of State, or over the Internet when the service becomes available, not later than the fifteenth (15th) day of April, a certified report, under penalty of perjury, pursuant to § 3503(b) of this title.
The report shall include:
(a) A financial statement prepared in conformity with generally accepted accounting principles, showing the financial condition of the corporation at the close of its operations, duly audited by a certified public accountant licensed by the Commonwealth of Puerto Rico, who is neither a stockholder nor an employee of the corporation, together with the corresponding opinion of such certified public accountant.
Nonprofit and noncapital stock foreign corporations and foreign for-profit corporations whose volume of business in Puerto Rico does not exceed three million dollars ($3,000,000) shall be required to render a financial statement prepared by a person with general accounting knowledge in accordance with generally accepted accounting principles.
(b) a list of the names and mailing addresses of two (2) officers of the corporation holding office on the date of the filing of the report and the expiration dates of their respective offices, and
(c) such other information which the Secretary of State may require.
This report shall be accompanied by an internal revenue voucher for the filing fee as provided in § 3901 of this title. Failure to pay such fee shall result in the revocation of the authorization granted to the corporation to do business in Puerto Rico.
History —Dec. 16, 2009, No. 164, § 15.03; June 12, 2010, No. 60, § 2.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 235 - Annual Reports and Obligation to Keep Books and Other Documents in Puerto Rico (§§ 3851 — 3858) › § 3854 - Penalties; suspension and revocation of authorization

In the event that any foreign corporation fails to file the report required by § 3853 of this title, or refuses to file or amend it when so requested by the Secretary of State because it is incomplete or unsatisfactory, or fails to keep or maintain in Puerto Rico the accounting books and documents and records referred to by §§ 3808 and 3853 of this title, the Secretary of State is hereby authorized to impose administrative fines for violation of said sections. In such case, the procedure established in § 3852 of this title shall apply.
If a foreign corporation fails to file the report referred to in § 3853 of this title for the term of two (2) consecutive years, the Secretary of State is hereby authorized to revoke the authorization granted to the corporation to do business in Puerto Rico. The Secretary of State shall notify the concerned corporation of his/her intention to revoke the authorization to do business at least sixty (60) days before the revocation. Such notice shall be sent to the last known address of the registered agent of the corporation, as it appears from the records of the Department of State.
The Secretary of State shall establish by regulation such other provisions as may be necessary to implement the procedure of administrative fines and other penalties established in this section.
History —Dec. 16, 2009, No. 164, § 15.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 235 - Annual Reports and Obligation to Keep Books and Other Documents in Puerto Rico (§§ 3851 — 3858) › § 3855 - Extensions

The Secretary of State may grant an extension which shall not exceed ninety (90) days from the term fixed for filing annual reports by domestic and foreign corporations doing business in Puerto Rico; provided it is determined upon application filed on time over the Internet or by filing a written application to the Department of State when the applying entity does not have access to the Internet, that the corporation shall not be able, for sufficient motives, to file its annual report on the date fixed by law. In the event that the annual report of any corporation which has been granted an extension was not filed within the additional term granted, the procedure prescribed by § 3852 or § 3854, both of this title, shall apply, as the case may be.
History —Dec. 16, 2009, No. 164, § 15.05; June 12, 2010, No. 60, § 3.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 235 - Annual Reports and Obligation to Keep Books and Other Documents in Puerto Rico (§§ 3851 — 3858) › § 3856 - Evaluation of corporate records for the issuance of certificates of good standing

The Secretary of State shall use as a basis the annual reports of the five (5) years preceding the request for issuing certificates of good standing to domestic and foreign corporations, whether or not for profit.
Once the certificate of good standing is issued in accordance with the provisions of this section, the Secretary of State shall not impose fines or take any action under this chapter for failure to render reports in years preceding those contemplated under this section.
History —Dec. 16, 2009, No. 164, § 15.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 235 - Annual Reports and Obligation to Keep Books and Other Documents in Puerto Rico (§§ 3851 — 3858) › § 3857 - Exceptions from filing annual reports

The provisions of this chapter shall not be applicable to religious nonprofit corporations.
History —Dec. 16, 2009, No. 164, § 15.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3872 - Content of the certificate of incorporation

(a) The certificate of incorporation of the special employee-owned corporation shall comply with all the provisions of § 3502(a) of this title and shall also:
(1) Include at the end of its name the acronym “S.E.O.C.”, which shall be part of its name.
(2) The manner that the minimum amount of corporate capital of one thousand dollars ($1,000) shall be expressly stated, which can be for the acquisition of membership certificates or to acquire corporate stock.
(3) When the corporation thus organized is a subsidiary of another special employee-owned corporation, a nonprofit corporation or a profitable corporation subject to the provisions of § 3879 of this title, it shall also state:
(A) That the corporation is a subsidiary.
(B) The name of the parent corporation.
(C) The number of directors and officers that can be appointed by the parent corporation pursuant to what is provided in § 3879 of this title.
(D) The number of votes that the parent corporation is authorized to cast at the assembly of members of the subsidiary, under the limitations established in §§ 3873 and 3879 of this title.
(E) How the parent corporation shall participate in the profits or losses of the subsidiary and in the distribution of the subsidiary’s internal capital accounts in case the latter is dissolved.
(4) When the corporation that is thus organized is authorized by this chapter to have special members, the number of directors that shall be elected by and in representation of the special members, and the number of officers that these directors may appoint, subject to what is established in § 3876 of this title, shall be stated.
(b) The certificate of incorporation may also contain any of the details stated in§ 3502(b), § 3873(a), § 3875, subsections (b) and (d) of § 3877, § 3878(a), and § 3879(b), all of this title.
History —Dec. 16, 2009, No. 164, § 16.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3874 - Voting rights; bylaws; amendments to the certificate of incorporation

(a) The special corporation organized under this chapter shall not be authorized to issue common stock nor any other voting stock, except the membership certificate, but may issue all other types of stocks and bonds authorized by this chapter.
(b) The membership certificates, all types of stock, corporate bonds, and any instrument that represents any interest in the special corporation shall be nominative.
(c) The first bylaws of the corporation may be approved by the incorporators.
The power to subsequently approve, modify or repeal the bylaws shall rest solely on the members. However, with the exception of the power to approve the procedure to admit and remove members, said members of the corporation may delegate said power on the board of directors under the terms and conditions approved in a resolution to such effects. Said delegation may be rendered ineffective at any time by the members in a regular or special assembly or with the consent of the members stated as provided in § 3657 of this title.
(d) The certificate of incorporation may be amended using the procedure provided in Chapter 227 of this subtitle, subject to that established by § 3881 of this title; Provided, That the certificate of incorporation may not be amended to convert an employee-owned corporation into another corporation such as the ones permitted by the other sections of this subtitle. The holders of stock issued by the corporation shall be entitled to vote to amend the certificate of incorporation only when the circumstances in which they are entitled to vote under the provisions of § 3682 of this title concur.
History —Dec. 16, 2009, No. 164, § 16.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3875 - Proxy or delegate voting

All regular members shall be empowered to cast their vote personally or through a proxy in all matters on which the members of the corporation are entitled to vote; but no proxy vote may be cast one (1) year after the granting of said proxy, unless a longer period is specifically provided therein. The right of a regular member to vote may only be delegated on a proxy who is a regular member of the corporation. The proxy of one (1) or more regular members cannot cast more than two (2) votes delegated on him/her in addition to the one he/she is entitled to cast for the membership certificate he/she holds, unless all of the votes for which he/she has been appointed proxy belong to persons who are his/her relatives within the fourth degree of consanguinity or the second of affinity, in which case he/she may cast a maximum of five (5) votes.
Special members’ votes may be cast by means of delegates or proxies as determined in the certificate of incorporation. Special members’ votes may be cast by delegates to prevent voting by fractions of a vote, but no delegate may cast a number that exceeds an equivalent of five (5) votes, regardless of the number of members represented by those five (5) votes. Delegates or proxies of special members must be other special members. The manner and time that the special members shall select their delegates or proxies shall be provided in the special corporation’s bylaws.
Corporate members may delegate on their directors or officers, respectively, to cast the votes they are entitled to.
History —Dec. 16, 2009, No. 164, § 16.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3876 - Directors and officers

(a) Persons who are not regular members of the special corporation may be appointed to positions as directors thereof, provided they do not exceed one-third (⅓) of the total number of directors.
(b) Not less than two-thirds (⅔) of the officers must be regular members of the corporation employed in the fields of production or rendering of services of the corporation; Provided, That all officers shall be members of the special corporation.
(c) No person may hold more than one (1) office as officer of the corporation.
(d) Directors shall be elected annually by the assembly of members and no director shall hold that office for more than three (3) consecutive terms. This restriction may be dispensed with in extraordinary situations by the affirmative vote of two-thirds (⅔) of the total number of the class of members that elected the director.
History —Dec. 16, 2009, No. 164, § 16.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3878 - Undistributed net profits and losses; pro rata; distribution and payment

(a) The corporation shall keep internal capital accounts for each member. In order to determine the balance of each member in his/her individual account, the losses of the corporation shall be prorated by using the same method that is used to distribute the portion of the profits corresponding to each member. The distribution, capitalization or payment of the balance in the individual internal capital accounts of each member shall be made in the manner and time provided in the certificate of incorporation or in the bylaws of the corporation.
(b) The appropriation, distribution and payment of the balance in the internal individual capital accounts shall be made in cash, in productivity, patronage or capital credit notices, in capital stock, or in corporate bonds.
History —Dec. 16, 2009, No. 164, § 16.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3880 - Advance of profits

(a) Regular and periodic compensation distributed by the special employee-owned corporation to its full-time regular members for their work in the special corporation shall be deemed as an advance of profits and not as wages or salaries to the effects of labor legislation. Advance of profits shall not be distributed to part-time regular members.
Regular members shall not be deemed to be employees or workers in their work relationship with the special employee-owned corporation, to the effects of labor-protective legislation; Provided, That to such effects, they shall be deemed as self-employed, with the exception of the application and benefits of §§ 1 et seq. of Title 11, known as the “Compensation System for Work-Related Accidents Act”, as well as with respect to §§ 701 et seq. of Title 29, known as the “Puerto Rico Employment Security Act”.
(b) Payment of advances of profits shall be subject to the same restrictions imposed for the payment of productivity credit notices found in § 3877 of this title.
History —Dec. 16, 2009, No. 164, § 16.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 236 - Special Employee-Owned Corporations (§§ 3871 — 3881) › § 3881 - Extinction of corporate existence; merger or consolidation with other corporations prohibited

(a) The corporation shall cease to exist:
(1) On the date established in the certificate of incorporation when its extinction is stated therein;
(2) when it is absorbed by another corporation by merger or consolidation, pursuant to the provisions of this chapter; Provided, That a special employee-owned corporation shall only merge or consolidate with other corporations that are organized under the provisions of this chapter at the time of the merger or consolidation, or pursuant to the provisions of § 3879 of this title;
(3) upon dissolving the corporation pursuant to the provisions of Chapter 229 of this subtitle, and
(4) when the corporation fails to comply with the provisions of this subtitle and the Secretary of State issues an order to dissolve the corporation.
History —Dec. 16, 2009, No. 164, § 16.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 237 - Fees Payable (§§ 3901 — 3903) › § 3902 - Authority of the Secretary of State to modify fees payable

The Secretary of State may, by circular letter or administrative order, modify the fees payable fees pursuant to § 3901 of this title.
History —Dec. 16, 2009, No. 164, § 17.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 237 - Fees Payable (§§ 3901 — 3903) › § 3903 - Distribution of funds generated by fees payable, special account of the Department of State and General Fund (§ 3903) › 1

It is hereby provided that, through June 30, 2016, forty percent (40%) of the sums collected on account of the fees established in this chapter, shall be covered into a special account of the Department of State, which shall be used to update and carry out improvements in the divisions of the Registry of Corporations and to defray part of the costs entailed by the digitization and automation of the Registry of Corporations and all other databases and records of the Department of State. Any balance in this special account, as well as any balance available in any other special account or fund under the custody of the Department of State, may be used as provided by the Secretary of State. The remaining sixty percent (60%) shall be covered into the General Fund.
It is hereby provided that, after June 30, 2016, one hundred percent (100%) of the sums collected on account of the fees established in this chapter, as well as any balance in the aforementioned special account of the Department of State shall be covered into the General Fund.
Notice This section has more than one version with varying effective dates. First of three versions of this section.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 237 - Fees Payable (§§ 3901 — 3903) › § 3903 - Distribution of funds generated by fees payable, special account of the Department of State and General Fund (§ 3903) › 2

It is hereby provided that, during the first five (5) years as of the effective date of this act, forty percent (40%) of the sums collected on account of the fees established in this chapter, shall be covered into a special account of the Department of state, which shall be used to update and carry out improvements in the divisions of the Registry of Corporations and to defray part of the costs entailed by the digitization and automation of the Registry of Corporations and all other registries and records of the Department of State. Any remainder of such special account, as well as any remainder in any other special account or fund under the custody of the Department of State, may be used as determined by the Secretary of State. The remaining sixty percent (60%) shall be covered into the General Fund.
It is hereby provided that, once the five (5)-year term as of the effective date of this act has elapsed, one hundred percent (100%) of the sums collected on account of the fees established in this chapter, as well as the remaining funds in the aforementioned special account of the Department of State, shall be covered into the General Fund.
Provided, That, notwithstanding the provisions of this section, for Fiscal Year 2015-2016, the sum of two million dollars ($2,000,000) in account number 0230000-245-081-2010, or in any other created for the same purposes in the Department of the Treasury’s accounting system shall be transferred from this special account to the “Special Education Student’s Therapy and Service Fund”, created by Act No. 73-2014.
Notice This section has more than one version with varying effective dates. Second of three versions of this section.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 237 - Fees Payable (§§ 3901 — 3903) › § 3903 - Distribution of funds generated by fees payable, special account of the Department of State and General Fund (§ 3903) › 3

It is hereby provided that, during the first five (5) years as of the effective date of this act, forty percent (40%) of the sums collected on account of the fees established in this chapter, shall be covered into a special account of the Department of state, which shall be used to update and carry out improvements in the divisions of the Registry of Corporations and to defray part of the costs entailed by the digitization and automation of the Registry of Corporations and all other registries and records of the Department of State. Any remainder of such special account, as well as any remainder in any other special account or fund under the custody of the Department of State, may be used as determined by the Secretary of State. The remaining sixty percent (60%) shall be covered into the General Fund.
It is hereby provided that, once the five (5)-year term as of the effective date of this act has elapsed, one hundred percent (100%) of the sums collected on account of the fees established in this chapter, as well as the remaining funds in the aforementioned special account of the Department of State, shall be covered into the General Fund.
Provided, That, notwithstanding the provisions of this section, for Fiscal Year 2015-2016, the sum of two million dollars ($2,000,000) in account number 0230000-245-081-2010, or any other created for the same purposes in the Department of the Treasury’s accounting system shall be transferred from this special account to the “Special Education Student’s Therapy and Service Fund”, created by Act No. 73-2014. Provided, further, That for Fiscal Year 2016-2017, the sum of two hundred thousand dollars ($200,000) in account number 0230000-245-081-2010 of the Department of the Treasury’s accounting system shall be transferred from this Fund to the “Special Education Students Service and Therapy Fund”, created by Act No. 73-2014. Provided, further, That for Fiscal Year 2016-2017, the sum of two million dollars ($2,000,000) shall be transferred from account 023000-245-081-2010 or any other account created for the same purposes in the Department of the Treasury’s accounting system to the “Elections Support Fund”.
Notice This section has more than one version with varying effective dates. Third of three versions of this section.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3921 - Legislative intent

It is the purpose of this chapter to provide for the incorporation of an individual, or group of individuals, who render the same professional service to the public for which service such individuals are required by law to obtain a license or other legal authorization.
History —Dec. 16, 2009, No. 164, § 18.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3922 - Definitions

As used in this chapter, the following words shall have the meaning stated below:
(a) Professional service. — Shall mean any type of personal service to the public which by law, regulation or jurisprudence could not be effected by a corporation before the effective date of this act and for which the obtaining of a license or other legal authorization for the rendering of such services is required as a condition precedent. In addition, and by way of example without limiting the generality thereof, the personal services included under this chapter are those rendered by architects, certified or other public accountants, podiatrists, chiropractors, dentists, doctors of medicine, optometrists, osteopaths, professional engineers, veterinarians, and, subject to the Rules of the Supreme Court, attorneys-at-law.
(b) Professional corporation. — Means a corporation which is organized, under this chapter, for the sole and specific purpose of rendering professional service and the auxiliary or complementary services thereto, and which has as its shareholders only individuals who themselves are duly licensed or otherwise legally authorized within the Commonwealth to render the same professional service as the corporation.
History —Dec. 16, 2009, No. 164, § 18.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3923 - Authority to incorporate

One (1) or more persons may, each of whom are duly licensed or otherwise legally authorized to render the same professional services in the Commonwealth, under the provisions of this chapter, incorporate and become a stockholder or stockholders of a professional corporation for profit, for the sole and specific purpose of rendering the same professional services. The provisions of Chapter 234 of this subtitle shall not apply to corporations organized under this chapter.
History —Dec. 16, 2009, No. 164, § 18.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3924 - Number of directors; officers

The determination of the number of directors and officers of a professional corporation shall be governed by §§ 3561 and 3562 of this title.
History —Dec. 16, 2009, No. 164, § 18.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3925 - Rendition of professional services through licensed officers, employees, and agents

No corporation organized and incorporated under this chapter may render professional services, except through officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services within this jurisdiction. However, this provision shall not be interpreted to include within the term “employee”, as used in this chapter, clerical personnel, secretaries, managers, bookkeepers, technicians, and other assistants who are not considered pursuant to law, usage, and customs as requiring a license or any other legal authorization for the exercise of the profession which they practice. Nor does the term “employee” include any other person who performs all his/her employment under the direct supervision and control of an officer, employee or agent who is him/herself authorized to render a professional service to the public on behalf of a professional corporation. Provided, further, That no person shall, under the guise of being an employee of a professional corporation, practice also a profession unless he/she is duly licensed to do so in accordance with the laws of this jurisdiction.
History —Dec. 16, 2009, No. 164, § 18.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3926 - Scope and responsibilities of professional relationship; legal liabilities; standards for professional conduct; negligence; attachment of assets

Nothing contained in this chapter shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this jurisdiction, applicable to the professional relationship and the contract, tort, and other legal liabilities between the person furnishing the professional services and the person receiving the professional service, and to the standards for professional conduct, including the confidential relationship between the person rendering the professional services and the person receiving such professional service, if any. Likewise, all confidential relationships previously enjoyed under the laws of the Commonwealth or hereafter enacted shall remain inviolate. Any officer, employee, agent or shareholder of a corporation, organized under this chapter, shall remain personally and fully liable and accountable for any negligent, wrongful acts, or misconduct committed by such person, or by any person under such person’s direct supervision and control, while rendering professional service on behalf of the corporation to the person for whom such professional services were being rendered. The corporation shall be jointly liable up to the full value of its property for any negligent, wrongful acts, or misconduct committed by any of its officers, employees, agents or shareholders while they are engaged in behalf of the corporation in the rendering of professional services. The assets of a professional corporation shall not be liable to attachment for the individual debts of its shareholders. Notwithstanding the foregoing, the relationship of an individual to a professional corporation, organized under this chapter, with which such individual is or may be associated, whether as officer, employee, agent, or shareholder director, shall in no way modify, extend, or diminish the jurisdiction over such individual, of and by whatever state agency, or office which licensed or otherwise legally authorized such person for or to render service in a particular field of endeavor.
History —Dec. 16, 2009, No. 164, § 18.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3927 - Engaging in another business prohibited

No corporation organized under this chapter may engage in another business which is not the rendering of the professional services for which it was incorporated, or the auxiliary or complementary services thereto; Provided, however, That nothing contained in this subtitle, or in any other provision of law applicable to corporations, shall be interpreted as prohibiting a corporation from investing its funds in real property, mortgages, stock or any other type of investments, or from being the owner of the personal or real property necessary and desirable to carry out the rendering of the professional services for which it was incorporated.
History —Dec. 16, 2009, No. 164, § 18.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3928 - Issuance of capital stock to licensed individuals; voting trust agreements prohibited; holding of stock by shareholder’s estate

No corporation, organized under this chapter, may issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated. No shareholder of a corporation, organized under this chapter, shall enter into a voting trust agreement, proxy, or any other type of agreement vesting another person who is not a stockholder of the corporation with the authority to exercise the voting power of any or all of such shareholder’s stock. Notwithstanding the foregoing, any stockholder of a corporation organized under this chapter may authorize another shareholder of the corporation to exercise his/her right to vote by proxy. Subject to the corporation’s certificate of incorporation, the estate of a shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional corporation was organized may continue to hold stock for a term of six (6) months from the death of the stockholder for the administration of the estate, but shall not be authorized to participate in any of the decisions specifically concerning the rendering of the professional services rendered by the corporation.
History —Dec. 16, 2009, No. 164, § 18.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3929 - Disqualification of officer, shareholder, agent or employee

If any officer, employee, agent or shareholder of a corporation, organized under this chapter, becomes legally disqualified to render such professional services within this jurisdiction, or either (i) is elected to a public office that, or (ii) accepts employment that, pursuant to existing law, places restrictions or limitations upon such officer, employee, agent or shareholder’s continued rendering of such professional services, such person shall sever all employment with, and financial interests in, the corporation, forthwith. Provided, That failure to comply with the provisions of this section shall constitute a ground for the forfeiture of its charter and its dissolution. When a corporation’s failure to comply with this section is brought to the attention of the Secretary of State, the Secretary of State shall forthwith certify that fact to the Secretary of Justice to initiate the appropriate action to dissolve the corporation before the Court of First Instance.
History —Dec. 16, 2009, No. 164, § 18.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3930 - Sale or transfer of shares

Except as provided in § 3934 of this title, no shareholder of a corporation, organized under this chapter, may sell or transfer such shareholder’s shares in the corporation, except to the corporation, or to another individual who is eligible to be a shareholder of such corporation. Provided, That the sale or transfer may be made only after the same shall have been approved, by at least a majority of the stock outstanding and entitled to vote on this matter in particular, as provided in the certificate of incorporation or the bylaws of the corporation. The meeting for the consideration of the sale or transfer of stock may be a meeting of stockholders called for such purposes, or an annual meeting where notice of said additional purpose is given with ten (10) days notice. At such meeting of stockholders, the stock of the stockholder proposing the sale or transfer of his/her stock shall not be voted or counted. The certificate of incorporation may specifically provide additional restrictions on the sale or transfer of stock and may require the redemption or payment of said stock by the corporation at certain prices and in a specific manner, or authorize the board of directors of the corporation or its stockholders to adopt bylaws limiting the sale or transfer of stock and providing for the purchase or redemption of stock by the corporation. Provided, however, That the aforementioned provisions of the certificate of incorporation on the sale or redemption by the corporation of its stock may not be invoked in a manner which impairs the capital of the corporation.
History —Dec. 16, 2009, No. 164, § 18.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3931 - Price of shares

If the certificate of incorporation or bylaws of a professional corporation do not set a price at which the professional corporation or its stockholders may purchase the shares of a deceased, retired, expelled or disqualified stockholder, and if the certificate of incorporation or bylaws do not otherwise provide, the price of the shares shall be the book value computed as of the last day of the month immediately preceding the death, retirement, expulsion or disqualification of the stockholder. The book value shall be determined by an independent certified public accountant employed by the professional corporation. The determination of the book value by the independent certified public accountant shall be final for the professional corporation and its stockholders.
History —Dec. 16, 2009, No. 164, § 18.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3932 - Perpetual corporate existence

A corporation organized under the provisions of this chapter shall have perpetual existence until dissolved in accordance with the provisions of this chapter.
History —Dec. 16, 2009, No. 164, § 18.12.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3933 - Transfer of shares upon death or disqualification

(a) In the event of death. — The shares of a decedent stockholder shall be transferred to his/her heirs by the mere fact of his death, to the surviving spouse if a conjugal partnership existed, the community property portion, and in every case the spousal usufructuary portion.
The stockholders of the corporation, the heirs and the surviving spouse shall have a period of six (6) months to opt for the sale of the shares of the decedent to the corporation or to one (1) or more of the stockholders.
In case of a corporation with only one (1) stockholder, upon his/her death his/her heirs and the surviving spouse shall have a period of ten (10) days following the death of the stockholder, if the corporation does not have employees admitted to the profession, to retain a professional to manage the affairs of the professional corporation and proceed to the liquidation of the corporation or to the sale of the shares thereof within the six (6) months following the death of the stockholder. If the corporation has employees admitted to the profession in question, the heirs and the surviving spouse shall designate within the same term of ten (10) days one of the employees so admitted to serve as an industrial partner and, if failing to do so, the employee admitted to the profession with the greatest seniority in the corporation shall act as interim administrator of the corporation until a professional is appointed to manage the corporation.
During the aforementioned transition period, the heirs and the surviving spouse shall only have in the corporation such rights as are conferred upon special partners pursuant to §§ 1347(2), 1396 and 1434 of Title 10.
(b) In case of retirement, expulsion or disqualification. —
(1) In case of retirement of a stockholder, his/her shares shall be acquired by the corporation or by one (1) or various stockholders, within the six (6)-month term from the effective date of the retirement of the stockholder for the purchase of his/her shares.
(2) In case of expulsion or disqualification of a stockholder, his/her shares shall be acquired by the corporation or by one (1) or various stockholders, within the term of disqualification. In this case, he/she or the acquirers of the shares shall have a reasonable term to realize the payment. In the absence of an agreement among the parties, the term shall be established by the court, taking into consideration the condition of the corporation and of those stockholders who remain, as well as those expelled or disqualified
History —Dec. 16, 2009, No. 164, § 18.13.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3934 - Corporate name

The corporate name of a corporation organized under the provisions of this chapter shall include the words “professional corporation” or the abbreviations “C. S. P.”, “P. S. C.”, “C. P.” or “P. C.”. The corporate name may include a word or words describing the professional service to be rendered by such corporation. The use of the word “company”, “incorporated”, or “corporation” is specifically prohibited in the corporate name of a corporation organized under the provisions of this chapter, unless said word is immediately followed by the word “professional” or by any other word, words, abbreviations or prefixes which indicate that it is a corporation.
History —Dec. 16, 2009, No. 164, § 18.14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3935 - Applicability of this subtitle; consolidation or merger of corporations; annual report

This subtitle shall be applicable to corporations organized in accordance with this chapter, except to the extent that any of the provisions thereof are interpreted to be in conflict with the provisions of this chapter, and in such case the provisions and sections of this chapter shall take precedence with respect to corporations organized under the provisions of this chapter. A professional corporation organized under this chapter may consolidate or merge only with another professional corporation organized under this chapter which is authorized to render the same specific professional services. The merger or consolidation with any foreign corporation is prohibited. Sections 3851 and 3901 of this title shall apply to a corporation organized under the provisions of this chapter; but in addition to the information which all corporations must furnish in their annual report pursuant to such provisions, the annual report of a corporation organized under the provisions of this chapter shall certify that its stockholders, directors and officers are duly licensed, certified, registered or otherwise legally authorized to render in this jurisdiction the same professional service as the professional corporation.
History —Dec. 16, 2009, No. 164, § 18.15.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3936 - Conversion into a business corporation

Whenever all stockholders of a corporation organized under this chapter, at any time and for any reason, cease to be licensed, certified or registered in the profession for which such corporation was organized, the corporation shall thereupon be treated as converted into and shall operate henceforth solely as a business corporation under the provisions applicable to this subtitle.
History —Dec. 16, 2009, No. 164, § 18.16.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3937 - Construction of chapter

This chapter shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to sales of securities, or regulating the several professions enumerated in this chapter, except insofar as such laws conflict with this subtitle.
History —Dec. 16, 2009, No. 164, § 18.17.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 238 - Professional Corporations (§§ 3921 — 3938) › § 3938 - Shareholders of a professional corporation

The shareholders of a professional corporation shall be deemed as industrial partners of a partnership constituted through a public deed for all purposes of §§ 1 et seq. of Title 11, and §§ 701 et seq. of Title 29.
History —Dec. 16, 2009, No. 164, § 18.18.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 239 - Limited Liability Companies (§§ 3951 — 4006) › Subchapter A - General Provisions (§§ 3951 — 3967) › § 3952 - Name as set forth in the certificate

The name of every limited liability company as set forth in its certificate of formation:
(1) Shall contain the terms Limited Liability Company or Compañía de Responsabilidad Limitada or the abbreviation L.L.C. or C.R.L., or the designation LLC or CRL. For an L.P.L.L.C., it shall contain the terms a Low-Profit Limited Liability Company or Compañía de Responsabilidad Limitada con Fin Social or the abbreviation L.P.L.LC. or C.R.L.F.S. or the designation LPLLC, CRLFS or L3C.
(2) May contain the name of a member or manager.
(3) Must be such as to distinguish it upon the records of the Department of State from the name on said records of any corporation, partnership, limited partnership, statutory trust or limited liability company reserved, registered, formed or organized under the laws of Puerto Rico or qualified to do business or registered as foreign corporation, foreign limited partnership, foreign statutory trust, foreign partnership or a foreign limited liability company in Puerto Rico; Provided, however, That a company may be registered under any name which is not such as to distinguish it upon the records of the Department of State from the name on said records of any domestic or foreign corporation, partnership, limited partnership, trust or limited liability company reserved, registered, formed or organized under the laws of Puerto Rico with the written consent of the other corporation, partnership, limited partnership, statutory trust or limited liability company, which written consent shall be filed with the Secretary of State.
(4) May contain the following words: “Company”, “Association”, “Club”, “Foundation”, “Fund”, “Institute”, “Society”, “Union”, “Syndicate”, “Limited”, or “Trust” (or abbreviations of like import).
(5) Provided, That the acronyms required in the preceding subsection (1) shall be mandatory in all certificates of incorporation; however, the terms provided in subsection (4) shall be considered optional at the time of their inclusion in said certificate.
(6) It shall be understood that the name of the LLC shall be distinguished in the records of the Department of State from the names of any other juridical entity organized, reserved or registered in the Department of State of Puerto Rico.
History —Dec. 16, 2009, No. 164, § 19.02; Dec. 22, 2015, No. 233, § 4, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 239 - Limited Liability Companies (§§ 3951 — 4006) › Subchapter A - General Provisions (§§ 3951 — 3967) › § 3953 - Reservation of name

The name of a limited liability company may be reserved pursuant to the provisions of § 3502 of this title.
History —Dec. 16, 2009, No. 164, § 19.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 239 - Limited Liability Companies (§§ 3951 — 4006) › Subchapter A - General Provisions (§§ 3951 — 3967) › § 3954 - Registered office and registered agent

Every limited liability company shall have and maintain a registered office and a registered agent in Puerto Rico, pursuant to the provisions of Chapter 223 of this subtitle.
History —Dec. 16, 2009, No. 164, § 19.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 239 - Limited Liability Companies (§§ 3951 — 4006) › Subchapter A - General Provisions (§§ 3951 — 3967) › § 3955 - Service of process

The service of process to a limited liability company shall be carried out pursuant to the provisions of Chapter 232 of this subtitle.
History —Dec. 16, 2009, No. 164, § 19.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 239 - Limited Liability Companies (§§ 3951 — 4006) › Subchapter A - General Provisions (§§ 3951 — 3967) › § 3957 - Loans to a member or manager

Except as otherwise provided in a limited liability company agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one (1) or more obligations of, provide collateral for, and transact other business with, a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.
History —Dec. 16, 2009, No. 164, § 19.07.