2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART VII - Other Financial Institutions (§§ 3001-3012 — 3116) › Chapter 145 - International Financial Center Regulatory Act (§§ 3081 — 3106) › § 3084 - Organization

(a) An international financial institution may be:
(1) Any person, other than an individual, incorporated or organized under the laws of Puerto Rico, of the United States, or of any other country, or
(2) only in those cases authorized by the Commissioner, a unit of another person, other than an individual, incorporated or organized under the laws of Puerto Rico, of the United States, or of any other country.
(b) The articles of incorporation, the partnership agreement or any other written document establishing an international financial institution shall specify:
(1) The name by which it is to be known.
(2) The street, number, and town where its principal place of business shall be established in Puerto Rico.
(3)
(A) In the case of a corporation, the amount of its authorized capital stock, which shall not be less than five million dollars ($5,000,000), or higher amount as required by the Commissioner, and of which at least the sum of two hundred fifty thousand dollars ($250,000) shall be paid in full at the time the license is issued in accordance with the provisions of § 3087 of this title; Provided, that the Commissioner may authorize a lesser authorized and/or paid-in capital, by request of the interested party, when the type of business or powers that the international financial institution intends to exercise or other circumstances that, in the judgment of the Commissioner so warrant. The number of shares into which it shall be divided and the par value of each share shall also be specified. If shares are to be issued in series, the application shall also include the date of issue of each series, as well as the form and term within which payment thereof shall be made.
(B) In the case of a person other than a corporation, the amount of the proposed capital, which shall not be less than five million dollars ($5,000,000), out of which at least the sum of two hundred fifty thousand dollars ($250,000) shall be paid in full at the time the license is issued in accordance with the provisions of § 3087 of this title. The Commissioner may authorize a lesser proposed and/or paid-in capital, at the request of the interested party, when the type of business or powers that the international financial institution intends to exercise or other circumstances that, in the judgment of the Commissioner, so warrant.
(C) In the case of a corporation or person other than a corporation whose operations as an international financial institution are related exclusively to the generation of income through the rendering of services allowed under clauses (23) and (24) of subsection (a) of § 3091 of this title, the amount of proposed or authorized stock capital, as the case may be, shall not be less than five hundred thousand dollars ($500,000), or a higher amount as required by the Commissioner, out of which at least the sum of fifty thousand dollars ($50,000) shall be paid in full at the time the license is issued, in accordance with the provisions of § 3087 of this title. The Commissioner may authorize a lesser proposed and/or paid-in capital, at the request of the interested party, when the type of business or powers that the international financial institution intends to exercise or other circumstances that, in the judgment of the Commissioner, so warrant.
(D) The international financial institution shall maintain the amount of paid-in capital fully paid, in the form of unencumbered assets or acceptable financial securities, or that lesser sum that, at the request of the interested party, the Commissioner authorizes, when the type of business or powers that the international financial institution intends to exercise or other circumstances that, in the judgment of the Commissioner, so warrant. The unencumbered assets shall be physically located in Puerto Rico and subject to the requirements regarding the same provided by the regulations of the Commissioner.
(i) The capital of, or assigned to an international financial institution may not be reduced without the prior written approval of the Commissioner.
(ii) Without the prior written approval of the Commissioner, no international financial institution may issue:
(I) Additional shares of capital stock or other securities convertible into additional shares of capital stock, in the case of a corporation, or
(II) additional capital or other securities convertible into additional capital, in the case of a person other than a corporation.
(iii) Notwithstanding the above, in the case of a corporation, provided, that the capital authorized by the Commissioner is not exceeded, it may issue additional shares of capital stock or other securities convertible into shares of capital stock, and in the case of a person other than a corporation, issue additional capital or other securities convertible into additional capital, without the prior written approval of the Commissioner, provided, that such additional shares or capital are issued directly to the shareholders of the international financial institution previously identified pursuant to § 3086(b)(3) of this title. In such event, the international financial institution shall notify the Commissioner of all the particulars of such issuance within ten (10) business days following said date of the issue.
(4) The name and address of its partners and other owners.
(5) The term of its existence, which in the case of a corporation, may be perpetual.
(6) The purposes for which it is organized, including a specific limitation of its operations to carry out only those services authorized in § 3091(a) of this title, as listed in its license.
(7) Any other provisions that may be convenient for the proper operation of the business. Such provisions shall not be in conflict with other laws of Puerto Rico.
(8) Any other provisions required by the regulations of the Commissioner.
(c) An international financial institution that intends to operate as a unit shall provide a certification executed by the person of which it is a unit and in the form prescribed by the regulations of the Commissioner, which shall specify:
(1) The name by which the unit shall be known;
(2) the street, number, and town where its principal place of business in Puerto Rico shall be established;
(3) the amount of the authorized and paid-in capital of the person of whom the international financial institution is to be a unit, whose capital meets the requirements established in this chapter, as the case may be. The Commissioner may authorize a lesser authorized, proposed, and/or paid-in capital, at the request of the interested party, when the type of business or powers that the international financial institution intends to exercise or other circumstances that, in the judgment of the Commissioner, so warrant;
(4) the purposes for which the unit is organized, including a specific limitation of its operations to carry out only those services authorized in § 3091(a) of this title, as listed in the license, and
(5) such other provisions as may be required by the regulations of the Commissioner.
History —Sept. 25, 2012, No. 273, § 5.