2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3502 - Certificate of incorporation

(a) The certificate of incorporation shall set forth:
(1) The name of the corporation, which shall contain one (1) of the following terms: “Corporation”, “Corp.”, “CRL”, “SRL”, “Incorporated” or “Inc.”, or words or abbreviations of like import in other languages, provided they are written in Roman letters or characters such as, for example, “GmbH”.
Whenever words or abbreviations of like import in other languages are used, one of the following terms shall be included at the end of the corporate name for the sole purpose of identification and without implying a change in the corporate name: “Corporation”, “Corp.”, “Incorporated”, or “Inc.”.
The name shall be of such nature that it may be distinguished in the records of the Department of State from the names of other corporations, limited liability companies, and limited liability partnerships organized, reserved or registered as domestic or foreign corporations in accordance with the laws of the Commonwealth of Puerto Rico. The exclusive right to use a corporate name may be reserved by any person who proposes to establish a corporation in accordance with this subtitle, any domestic corporation which proposes to change its name, any foreign corporation which proposes to request a certificate authorizing it to transact business in the Commonwealth of Puerto Rico, any foreign corporation which is authorized to transact business in the Commonwealth of Puerto Rico and which proposes to change its name; or any person who proposes to organize a foreign corporation and such corporation requests a certificate of authorization to transact business in the Commonwealth of Puerto Rico.
The reservation of a corporate name shall be made through the filing of an application with the office of the Department of State. Such application shall contain the name and address of the applicant, as well as the corporate name to be reserved. If the Department of State determines that the name requested is available for corporate use, such name shall be reserved for the exclusive use of the applicant, for a period of one hundred and twenty (120) days.
The right to the exclusive use of a corporate name so reserved may be transferred to any other person or juridical person through the filing of a notice of such transfer signed by the person who reserved the name, and specifying the name and address of the transferee, with the office of the Department of State.
(2) The mailing and physical address (including street, number, and municipality) of the registered office of the corporation in the Commonwealth and the name of the registered agent at such office.
(3) The nature of the businesses or purposes of the corporation and whether the corporation shall be established as for profit or non-profit. With respect to the nature of the businesses or purposes, it shall suffice to state, alone or with other businesses and purposes, that the objective or purpose of the corporation is to engage in any lawful acts or businesses for which corporations may be established pursuant to this subtitle; through such statement, all lawful acts and businesses shall be included within the purposes of the corporation, except for specific limitations, if any.
(4) If the corporation is to be authorized to issue only one (1) class of capital stock, the total number of shares which the corporation may issue and the par value of each share, or a statement noting that all of the shares are to be without par value. If the corporation is to be authorized to issue more than one (1) class of stock, the certificate of incorporation must include:
(A) The total shares of all classes;
(B) the number of shares of each class that the corporation may issue;
(C) the number of shares of each class that shall have no par value, and
(D) should any of the shares have par value:
(i) The number of shares of each class that shall have par value, and
(ii) the par value of the shares of each class.
The certificate of incorporation shall also include a statement of every designation, power, preference and right, with the conditions, limitations and restrictions thereof, which are intended to be established in the certificate of incorporation and that are permitted by the provisions of § 3581 of this title with respect of any class or classes of stock of the corporation; or the certificate may include an express grant of authorities to the board of directors to establish, by resolution or resolutions, any of the aforementioned matters which shall not be set forth in the certificate of incorporation. The foregoing provisions of this clause shall not apply to corporations which shall not have the authority to issue capital stock. In the case of such corporations, the fact that they shall not have the power to issue capital stock shall be stated in the certificate of incorporation. The required conditions of the members of such corporations shall likewise be stated in the certificate of incorporation, or it shall be provided therein that such conditions shall be stated in the bylaws of the corporation.
(5) The name of each incorporator and his/her mailing and physical address, including street, number, and municipality.
(6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and addresses (including street, number, and municipality) of the persons who are to serve as directors until the first annual meeting of stockholders, or until their successors replace them.
(b) In addition to the requirements of subsection (a) of this section, the certificate of incorporation may contain any of the following provisions:
(1) Provisions requiring for any corporate action, the vote of a larger portion of the stock or of any class or series of such stock or of any other securities having voting power, or a larger proportion of directors than that required by this subtitle.
(2) Any provision for the management of the business or for the conduct of the affairs of the corporation, or to create, define, limit or regulate the powers of the corporation, of the directing, supervising or consulting bodies, or of its directors, supervisors, consultants, stockholders or partners and any provision authorizing the directors to execute management contracts for the affairs of the corporation, whose terms shall not exceed three (3) years, if such provisions do not violate the laws of the Commonwealth. Any provision whose inclusion is required or permitted in the bylaws of the corporation may be included in the certificate of incorporation.
(3) Provisions to grant to the holders of the capital stock of the corporation, or the holders of any class of stock, or series of class of stock, the preemptive right to subscribe to all or each of the additional issues of all or each one of the classes of stock of the corporation, or any of the securities of the corporation convertible into such class of stock. No stockholder shall have a preemptive subscription right regarding the issue of additional capital stock or securities convertible into such stock unless, and only to the extent that, the certificate of incorporation expressly grants such right.
(4) A provision limiting the duration of the existence of the corporation to a specific date. If no such provision is included, the corporation shall have perpetual existence.
(5) Provisions to impose personal liability for the debts of the corporation on the stockholders or members up to a specified extent and under specific circumstances. If the certificate of incorporation does not contain any provision to such effect, the stockholders or members shall not be personally liable for the debts of the corporation, except by reason of their own acts.
(6) A provision to eliminate or limit the personal liability of the directors or stockholders of a corporation in cases of monetary claims for damages resulting from the breach of the fiduciary duties as director, provided that such provision does not eliminate or limit the liability of the director for:
(A) Any breach of the duty of loyalty of the director to the corporation or its stockholders;
(B) for acts or omissions not in good faith, or which involve intentional misconduct or knowing violations of law;
(C) under § 3602 of this title, or
(D) for any transaction whereby the director derives an improper personal benefit.
The inclusion of this provision shall not eliminate nor limit the liability of the directors for any act or omission occurring prior to the effective date of the provision. The reference made in this subsection with respect to a director shall be deemed to also include the members of the governing body of a corporation not authorized to issue capital stock and such other person or persons, if any, who, in accordance with a provision contained in a certificate of incorporation, as authorized in § 3561(a) of this title, exercises or performs any power or duty which would otherwise fall to the board of directors.
(c) Except for the provisions in clauses (1), (2), (5) and (6) of subsection (a) and clauses (4) and (7) of subsection (b) of this section, and the provisions of subsection (a)(4) of this section requiring information of the classes of capital stock, the total number of shares that the corporation may issue and the par value of each share, any provisions required in the certificate of incorporation may be dependent upon the facts ascertainable outside such document, provided that the manner in which such facts shall operate upon the provision is clearly and explicitly set forth in the certificate of incorporation. The term “facts” as used in this subsection, includes, but is not limited to the occurrence of any event, including a determination or action by any person or body, including the corporation.
(d) The term “certificate of incorporation”, as used in this subtitle, includes, unless otherwise specifically provided, not only the original certificate of incorporation filed for the creation of the corporation, but also all of the certificates, merger or consolidation agreements, reorganization plans or other instruments that are filed pursuant to §§ 3502, 3543—3546, 3581, 3681—3683, 3685, 3731—3739 or any other section of this subtitle and that has the effect of amending or supplementing in any manner the original certificate of incorporation of a corporation.
History —Dec. 16, 2009, No. 164, § 1.02.