reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 2 - Additional Provisions (§§ 421 — 454) › Chapter 71 - Inspection of Books and Accounts (§§ 421 — 423) › § 422 - Inspection—By Secretary of Treasury

The Secretary of the Treasury of Puerto Rico is hereby empowered to investigate and examine, either per se or through his subordinates, all books, accounts, records, files and other documents of all domestic and foreign corporations authorized to do business in Puerto Rico, for the purpose of determining the taxable liability of said corporations toward the Government of Puerto Rico.
History —Mar. 7, 1951, No. 6, p. 10, § 2.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 2 - Additional Provisions (§§ 421 — 454) › Chapter 71 - Inspection of Books and Accounts (§§ 421 — 423) › § 423 - Penalties; judicial proceedings

Any domestic or foreign corporation authorized to do business in Puerto Rico which wilfully and without any lawful excuse shall refuse to permit the inspection or examination of its books, accounts, records, files and other documents by the persons and for the purposes herein authorized, or hinders said inspection or examination, shall be guilty of a misdemeanor and shall, upon conviction, be punished by a fine of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000).
In addition to the preceding provision, the Secretary of State or the Secretary of the Treasury of Puerto Rico, as the case may be, may appear, through adequate proceedings, before the part of the court of First Instance of Puerto Rico where the corporation may have its principal business office established, in the case of a domestic corporation, or before the district where the agent of the corporation may reside, in the case of a foreign corporation authorized to do business in Puerto Rico, and ask the court to direct the corporation or its representatives to allow the inspection or examination of its books, accounts, records, files or other documents by the persons and for the purposes herein authorized.
History —Mar. 7, 1951, No. 6, p. 10, § 3.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 2 - Additional Provisions (§§ 421 — 454) › Chapter 73 - Miscellaneous Provisions (§§ 451 — 454) › § 451 - Obligations prior to any operation; renewal; penalties

(a) Every corporation, joint-stock or limited liability company or association heretofore organized, chartered or incorporated under the laws of Puerto Rico, and every such association, corporation or company hereafter chartered or incorporated in Puerto Rico, before proceeding to transact business, shall file in the office of the Secretary of the Treasury of Puerto Rico an authenticated copy of its charter or articles of incorporation, together with a statement, verified by the oath of the president of such corporation and attested by a majority of its administration or board of directors, stating the name or title of such corporation, its domicile, the kind of business engaged in, the branches which may have been established and the commercial registry in which the articles of association or incorporation have been recorded.
(b) Except for nonpecuniary profit associations, it shall be unlawful for any corporation, joint-stock or association not incorporated under the laws of Puerto Rico to do business therein until such corporation, company or association shall have secured from the Secretary of State of Puerto Rico a formal license to transact business therein; and no such license shall be issued by said Secretary of State until such corporation, company or association shall have paid the license fee hereinafter specified; Provided, That a foreign corporation may transact only such business or have only such powers as a domestic corporation of like nature transacts and has in Puerto Rico, and to the extent authorized the latter by local laws; and the license issued by the Secretary of State of Puerto Rico shall set forth this restriction in its context.
(c) It shall be the duty of such corporations, companies or associations to renew their licenses annually, on or before the first day of July of each year; but no such renewal shall be issued by the Secretary of State until such companies, corporations or associations shall have respectively paid the license fees hereinafter specified.
(d) For the issue and renewal of every license issued under the provisions of this section, the sum of twenty-five dollars ($25) shall be paid to the Secretary of the Treasury of Puerto Rico through the official of the Department of State designated by the Secretary of the Treasury as collector or deputy collector.
(e) The Secretary of State shall report all violations of this section to the prosecuting attorney of the proper part of the Court of First Instance of Puerto Rico, who shall at once proceed to prosecute the corporation, company, association, officer or agent so violating the same; and, upon conviction thereof, such corporation, company, association or its officers or agents shall forfeit to The People of Puerto Rico the sum of four hundred dollars ($400) for any such violation.
History —Political Code, 1902, § 353; Mar. 10, 1904, p. 167, § 41; Mar. 6, 1913, No. 11, p. 55; Mar. 7, 1951, No. 7, p. 14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 2 - Additional Provisions (§§ 421 — 454) › Chapter 73 - Miscellaneous Provisions (§§ 451 — 454) › § 452 - Periodic examinations; revocation of license; penalties

(a) It shall be the duty of the Secretary of the Treasury of Puerto Rico to examine periodically the condition and financial standing of every bank, insurance, surety or building and loan company, and of every quasi-public corporation doing business in Puerto Rico; and the officers and agents of every such bank, company or corporation shall, at their own expense, facilitate said examination and cause their books, moneys and securities to be opened or shown for inspection whenever the Secretary of the Treasury shall require. The Secretary of the Treasury shall have power to examine, under oath, the officers or agents of any such bank, corporation or company relative to the business of such company and to administer to such officers or agents an oath for such purpose.
(b) Whenever any surety, insurance or building and loan company, bank or quasi-public corporation doing business in Puerto Rico shall refuse to comply with any of the foregoing provisions, or whenever the Secretary of the Treasury shall be of the opinion that the assets of such bank, company or corporation are insufficient to justify its continuance in business, or that its condition is unsound, said Secretary of the Treasury shall forthwith revoke the license granted said company and shall cause a notification thereof to be published in such newspapers of the Commonwealth as he may deem advisable; and such company, its officers and agents shall be, after such notice, required to discontinue the transaction of new business or the renewal of any bond, policy, certificate or similar obligation previously issued. And every such bank, company or corporation violating the provisions of this section shall be subject to all the pains and penalties imposed for the violation of § 451 of this title: Provided, That before the revocation of such license the Secretary of the Treasury shall immediately lay the facts in the case, with his recommendation thereon, before the Governor, and the Governor upon recommendation of the Secretary of State and the Secretary of Justice shall take such action thereon as he deems desirable, and shall, when deemed proper, refer the matter to the Secretary of Justice of Puerto Rico to take action in the way of winding up the affairs of the corporation or the bank and the protection of its credit; and no publication of any revocation shall be had until the Governor has acted thereon as herein provided.
History —Political Code, 1902, § 354; Mar. 10, 1904, p. 167, § 42.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 2 - Additional Provisions (§§ 421 — 454) › Chapter 73 - Miscellaneous Provisions (§§ 451 — 454) › § 453 - Failure to file annual reports

Whenever a corporation or association fails to file its annual report within the time prescribed by law, and the Secretary of State of Puerto Rico shall have requested the Secretary of Justice to prosecute, the Secretary of Justice may consent to the payment of the penalty directly to the Secretary of the Treasury, upon the condition that the report shall be previously filed with the Secretary of State of Puerto Rico, in which case he may move the court for the dismissal of any prosecution which had been commenced, on such terms with regard to costs, as he may deem advisable. In case of the failure of any corporation to file its annual report within the time prescribed by law or within such additional time as may have been granted by the Secretary of State of Puerto Rico under §§ 2601 et seq. of this title, the court in case of prosecution may increase the penalty provided by law by an amount not to exceed fifty dollars ($50) for each ninety (90) days delay in failure to file such report, and in the case of an association not for pecuniary profit, the court may increase the penalty of each director by an amount not to exceed five dollars ($5) for each delay of ninety (90) days in filing said annual report.
History —Apr. 13, 1916, No. 24, p. 68, § 17.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 2 - Additional Provisions (§§ 421 — 454) › Chapter 73 - Miscellaneous Provisions (§§ 451 — 454) › § 454 - Federal mortgage corporations

Notwithstanding any other provision of law, any corporation the principal business of which is that of making mortgage loans, deeds of trust or other instruments conveying or constituting liens upon real property or any interest therein, all the stock of which is subscribed and owned by the Government of the United States of America or by any corporation all of the stock of which is owned by the United States of America, shall be qualified and entitled to do business in this Commonwealth upon filing with the Secretary of State of Puerto Rico: (a) a certified copy of its charter or articles of incorporation, (b) a declaration signed and acknowledged by one of its officers to the effect that the capital stock of said corporation is owned as hereinabove provided, and (c) the designation of an agent for the service of processes who shall be constituted and appointed in accordance with § 38 of the Private Corporation Act of Puerto Rico, approved Mar. 9, 1911, as amended; and said corporation shall not be subject to the imposition of any fee by the Secretary of State of Puerto Rico or the Secretary of the Treasury, neither shall it be required to file an annual or other report in the office of the Secretary of the Treasury or the Department of State, and it shall be exempt from the payment of taxes levied in Puerto Rico or in any political subdivision thereof, except that any real property held by said corporation shall be taxable to the same extent as other real property.
History —Apr. 20, 1936, No. 36, p. 250, § 1.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3501 - Purposes; incorporators

(a) This subtitle shall be known as the “General Corporations Act”.
(b) Corporations may be organized under this subtitle to transact or promote any lawful business or purpose, except those prohibited by the Constitution and laws of the Commonwealth of Puerto Rico.
(c) Any natural person with legal capacity or any juridical person, singly or jointly with others, may incorporate or organize a corporation by filing a certificate of incorporation with the Department of State that shall be executed, acknowledged, filed, and recorded in accordance with § 3503 of this title, and subject to inspection by the public.
History —Dec. 16, 2009, No. 164, § 1.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3504 - Certificate of incorporation; evidence

The copy certified by the Secretary of State of a certificate of incorporation, or of any other certificate which has been filed with the Department of State as required by any provision of this subtitle, shall be prima facie evidence of:
(1) Due execution and filing;
(2) observance of all acts necessary for the instrument to become effective, and
(3) any other facts required or permitted in the instrument.
History —Dec. 16, 2009, No. 164, § 1.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3505 - Commencement of corporate existence and liability for transactions executed prior to incorporation

(a) Once the certificate of incorporation has been executed and filed as provided in subsection (d) of § 3503 of this title and the fees required by law have been tendered, the person or persons who have thus associated and their successors and assignees shall constitute, as of the filing date, or if it was set forth in the certificate of incorporation, as of a subsequent date which shall not exceed ninety (90) days, a corporate entity with the name set forth in the certificate, subject to dissolution as provided in this subtitle.
(b) The issue of the certificate of incorporation by the Secretary of State shall constitute conclusive evidence that all the conditions required by this subtitle for incorporation have been satisfied, except in procedures initiated by the Commonwealth to cancel or revoke the certificate of incorporation or to dissolve the corporation.
(c) All persons acting as a corporation without having the authority to do so shall be severally liable of all the debts and obligations incurred or assumed as a result of such action.
History —Dec. 16, 2009, No. 164, § 1.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3506 - Authorities of the incorporators

If the persons who are to serve as directors until the first annual meeting of stockholders have not been designated in the certificate of incorporation, the incorporator or incorporators shall manage the affairs and the organization of the corporation until such directors are elected and may take the necessary measures to obtain the required stock subscription and perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of the directors.
History —Dec. 16, 2009, No. 164, § 1.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3507 - First meeting of the incorporators or directors designated in the certificate of incorporation

(a) After the filing of the certificate of incorporation, the first meeting of the incorporator or incorporators, or of the board of directors if the directors were designated in the certificate, shall be called through notice signed by a majority of the incorporators or the directors, as the case may be, stating the date and place of the meeting, which may be held inside or outside of the territorial jurisdiction of the Commonwealth. The purpose of the meeting shall be to adopt the bylaws of the corporation, elect the directors if it is an incorporators meeting, who shall hold office until the first annual meeting of stockholders or until their successors are elected and qualify, or to elect the officers of the corporation if it is a directors meeting. Any other acts necessary to perfect the organization of the corporation shall be carried out and any other matters presented at the meeting shall be addressed. This and any other meetings may be held by individual or collective consultation through any communications, which shall be stated in the minutes.
(b) The persons calling the meeting shall give written notice thereof and of the agenda to each of the other incorporators or directors at least two (2) days prior to such meeting by any usual communication medium. Such notice shall not be necessary in the case of every person who attends the meeting or waives said notice in writing before or after the meeting.
(c) Any action which may be taken in the first meeting of the incorporators or of directors, as the case may be, may be taken without the need of a meeting if each incorporator or director, when more than one (1), or the sole incorporator or director when only one (1), signs an instrument which states the action so taken.
History —Dec. 16, 2009, No. 164, § 1.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 221 - Organization (§§ 3501 — 3508) › § 3508 - Statutes

(a) The original or subsequent bylaws of the corporation may be adopted, amended or repealed by the incorporators, by the initial directors if they were designated in the certificate of incorporation, or, if the corporation has not received any payment for its stock, by the board of directors. After the corporation has received any payment for any stock, the stockholders entitled to vote or, in the case of nonstock corporations, to the partners or members entitled to vote, shall be empowered to adopt, amend or repeal the bylaws. In any case, the power to adopt, amend, or repeal the bylaws may be conferred upon the board of directors or, in the case of nonstock corporations, upon the governing body by whichever name it bears in the certificate of incorporation. The fact that such power has been conferred upon the board of directors or upon the corresponding governing body, as the case may be, shall not divest or limit the stockholders or partners of the power to adopt, amend or repeal the bylaws.
(b) The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and the rights or powers of the corporation, its stockholders, directors, officers or employees.
History —Dec. 16, 2009, No. 164, § 1.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 222 - Powers (§§ 3521 — 3525) › § 3521 - General powers

In addition to the powers stated in § 3522 of this title, every corporation, its officers, directors, stockholders and other members shall possess and may exercise all of the powers and privileges granted by this or other acts or by the certificate of incorporation, in addition to such other powers incidental thereto, provided that such powers and privileges are necessary or convenient for the attainment or promotion of the businesses or purposes set forth in the certificate of incorporation.
History —Dec. 16, 2009, No. 164, § 2.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 222 - Powers (§§ 3521 — 3525) › § 3523 - Management in benefit of the corporation

The authority and the powers conferred upon every corporation organized under the laws of the Commonwealth of Puerto Rico or upon the officers or directors thereof, by law or in the certificate of incorporation or instrument with equal force and validity, or in the corporate bylaws, shall be enjoyed and must be exercised by the corporation or by the officers or directors, as the case may be, in benefit of the stockholders of the corporation and for the prudent conduct of its businesses and affairs, as well as for the furtherance of its objectives and purposes.
History —Dec. 16, 2009, No. 164, § 2.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 222 - Powers (§§ 3521 — 3525) › § 3524 - Banking powers; definition

(a) No corporation created under this subtitle shall, by inference or interpretation, be deemed empowered to issue bills of exchange, notes or other titles for circulation as legal tender; or to deal in the receipt of money deposits, or foreign currency.
(b) Corporations created or to be created in accordance with the provisions of this subtitle, or created in accordance with the provisions of any prior general corporations law of the Commonwealth of Puerto Rico, shall not be deemed to be engaged in the banking business, if they have been created with the purpose of buying, selling or otherwise dealing with notes, checking account credits or other similar titles; or for the purposes of lending money accepting notes, checking account credits or other titles, as collateral.
History —Dec. 16, 2009, No. 164, § 2.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 222 - Powers (§§ 3521 — 3525) › § 3525 - Absence of corporate powers

No act of a corporation and no transfer of personal or real property made by or in favor of a corporation shall be invalid if the corporation lacks the capacity or power to execute such act or to make or receive such transfer, but such lack of capacity or power may be invoked:
(a) In a proceeding initiated by a stockholder to enjoin any action or the transfer of personal or real property by or to the corporation. If the unauthorized acts which the stockholder seeks to enjoin are being or shall be performed pursuant to a contract to which the corporation is a party, the court may, if all of the parties to the contract are also parties to the proceeding, and if the court determines that it would be fair and reasonable, order the rescission of the contract and permit to the corporation or to the other parties to the contract, as the case may be, the compensation which is fair for the damages sustained by such persons resulting from the rescission of the contract by the court; being understood that the anticipated profits to be earned under the contract shall not be awarded by the court as part of the damages sustained.
(b) In a proceeding by the corporation, acting by itself or through a receiver or other legal representative, or through the stockholders in a suit against an officer or director or a former officer or director, for the losses or damages as a result of his/her unauthorized act.
(c) In a proceeding by the Commonwealth of Puerto Rico to dissolve the corporation or to enjoin the transaction by the corporation of any unauthorized business.
History —Dec. 16, 2009, No. 164, § 2.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 223 - Registered Office and Registered Agent (§§ 3541 — 3546) › § 3541 - Registered office

(a) Every corporation shall maintain a registered office in the Commonwealth which may be located in its same place of business or in any other place. For the purposes of this subtitle, the registered office shall be that registered with the Department of State where the registered agent of the corporation is.
(b) Whenever the terms “main office” or “main place of business” are used in the certificate of incorporation, or in any other corporate document or bylaw, such term so used shall be deemed to mean and refer to, unless otherwise stated, the designated office required by this section to be registered with the Department of State, and it shall not be necessary for a corporation to amend its certificate of incorporation and any other document to comply with the requirements of this section.
History —Dec. 16, 2009, No. 164, § 3.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 223 - Registered Office and Registered Agent (§§ 3541 — 3546) › § 3542 - Registered agent

(a) Every corporation shall maintain a registered agent in the Commonwealth, who may be:
(1) The corporation itself.
(2) An individual resident in the Commonwealth.
(3) A juridical person duly organized under the laws of the Commonwealth of Puerto Rico, or juridical person authorized to do business in the Commonwealth, whose place of business must coincide, in each case, with the registered office of the corporation which shall be regularly open during working hours to be served process and to conduct the duties germane to a registered agent.
(b) Whenever the terms “registered agent” or “registered agent in charge of the registered office”, or other terms with similar meanings which refer to the agent of a corporation required by law to be domiciled in the Commonwealth of Puerto Rico, are used in the certificate of incorporation or in any other corporate document or bylaw, such term shall be deemed to mean and refer to, unless stated to the contrary, the registered agent required by this section. It shall not be necessary for a corporation to amend its certificate of incorporation or any other document to comply with the requirements of this section.
History —Dec. 16, 2009, No. 164, § 3.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 223 - Registered Office and Registered Agent (§§ 3541 — 3546) › § 3543 - Transfer of the designated office and change of registered agent

Any corporation may transfer its registered office to any other place within the territorial jurisdiction of the Commonwealth of Puerto Rico, by resolution of its Board of Directors. It may also, by resolution, replace the registered agent by another natural or juridical person that may even be the affected corporation itself. In both cases, the resolution must contain the details provided in subsection (a)(2) of § 3502 of this title. Upon approving such resolution, a certified copy thereof indicating the change shall be filed with the offices of the Department of State.
History —Dec. 16, 2009, No. 164, § 3.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 223 - Registered Office and Registered Agent (§§ 3541 — 3546) › § 3544 - Change of address of the registered agent

(a) A registered agent may change the address of the registered office of the corporation or corporations for which he/she serves in such capacity to any other address within the Commonwealth through the filing with the Department of State of a document duly certified by the registered agent stating the present name and address of the registered office of the corporation or corporations for which he/she is registered agent and the new address where the registered office of the corporation or corporations is to be transferred. Once the certificate is filed and recorded with the offices of the Department of State, and until further change, the registered office shall be located at the new address, as it appears in the certificate executed by the registered agent.
(b) In the event of a change of name of a person or corporation acting as a registered agent in the Commonwealth of Puerto Rico, such registered agent shall file with the Secretary of State an executed and duly authenticated certificate setting forth:
(1) The new name of such registered agent;
(2) the name of the former registered agent;
(3) the names of all of the corporations represented by such registered agent, and
(4) the address where such registered agent maintains the registered office for each corporation for which he/she is registered agent.
The change of name of a person or juridical person acting as registered agent, as a result of a merger or consolidation with or in another person or juridical person, whereby such other person or corporation survives and becomes the successor of the registered agent by application of law, shall be deemed to be a change of name for the purposes of this subtitle.
History —Dec. 16, 2009, No. 164, § 3.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 223 - Registered Office and Registered Agent (§§ 3541 — 3546) › § 3545 - Resignation of the registered agent, and appointment of successor

The registered agent of one (1) or more corporations organized in accordance with the laws of the Commonwealth of Puerto Rico may file at the Department of State a certificate of his/her resignation to the office, stating the name and address of the registered agent who shall replace him/her, pursuant to the provisions of § 3502 of this title.
The certificate shall be enclosed with statements of the authorized officers from the affected corporations ratifying and approving such change of registered agent. Each statement shall be executed in accordance with § 3503 of this title. Once these requirements are met, the successor registered agent of the corporation shall be the new registered agent.
History —Dec. 16, 2009, No. 164, § 3.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 223 - Registered Office and Registered Agent (§§ 3541 — 3546) › § 3546 - Resignation of the registered agent without designation of a successor

(a) The registered agent of one (1) or more corporations organized in accordance with the laws of the Commonwealth of Puerto Rico may file at the Department of State a certificate of resignation, issued pursuant to § 3503 of this title, to such office without the need of including in the certificate the appointment of the natural or juridical person who shall replace him/her. The resignation shall not be effective until thirty (30) days after filing the certificate at the Department of State. Such certificate shall be enclosed with a statement of such registered agent, whereby he/she attests that:
(1) Written notice of his/her resignation to the office was given to the affected corporations at least thirty (30) days before filing the certificate;
(2) such notice was sent by certified mail or delivered to the corporation to the most recent address thereof known by the registered agent, and
(3) the date in which the notice was given.
(b) Upon receipt of the notice of resignation from its registered agent, as provided in subsection (a) of this section, the corporation shall proceed to designate a new registered agent. Such designation shall be made as provided in § 3542 of this title. If the corporation does not designate a new registered agent as provided above before the thirty (30) days following the filing of the certificate of resignation by the previous registered agent, the Secretary of State shall proceed to rescind the authority of the corporation to do business in the Commonwealth of Puerto Rico and cancel the certificate of incorporation.
(c) In case the resignation of a registered agent becomes effective, in accordance with the provisions of this section, and if no new registered agent has been designated as provided, service of process against the corporation for which the registered agent had been acting shall be executed as provided in the Rules of Civil Procedure of the Commonwealth of Puerto Rico.
History —Dec. 16, 2009, No. 164, § 3.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 224 - Directors and Officers (§§ 3561 — 3568) › § 3562 - Officers, selection, term and duties; omission of the elections; vacancies, nonprofit organizations

(a) Every corporation organized in accordance with this subtitle shall have officers with such titles and duties as are provided in the bylaws of the corporation or in a resolution of the board of directors which is not inconsistent with such bylaws, and as may be necessary to allow the corporation to execute instruments and stock certificates in compliance with subsection (a)(2) of § 3503 of this title and § 3591 of this title. One of the officers shall be appointed president, chief executive officer or other analogous title. One of the officers shall record all of the minutes of all meetings of the stockholders of the corporation and of the board of directors in a book to be kept for said purposes. An officer may simultaneously hold one (1) or more of the offices established, unless the certificate of incorporation or the bylaws provide otherwise. To secure the performance of his/her duties, the board of directors may require any officer to post a bond, in the amount and with such surety or sureties as the board may provide.
(b) The officers shall be chosen in the manner and for the term provided by the bylaws or the board of directors or other directing or governing body. Every officer shall continue to hold office until replaced by his/her successor or until he/she resigns or is removed, whichever occurs first. Any officer may resign at any time through written notice or electronic communication to the corporation.
(c) The fact that the annual election of the president, secretary, treasurer and other officers is omitted shall not cause the dissolution of the corporation nor otherwise affect it.
(d) Any vacancy occurring in the corporation by death, resignation, removal or other cause shall be filled in the manner provided in the bylaws of the corporation. If such provision does not exist, the board of directors or other governing body shall fill the vacancy.
History —Dec. 16, 2009, No. 164, § 4.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 224 - Directors and Officers (§§ 3561 — 3568) › § 3563 - Obligation of the directors or officers in the discharge of their functions

The directors and officers shall be bound to dedicate to the affairs of the corporation and to the exercise of their duties the attention and care which in a similar position and under analogous circumstances a responsible and competent director or officer would execute in applying his/her business judgment in good faith or his/her best judgment in the case of nonprofit corporations. Only gross negligence in the exercise of the duties and obligations mentioned above shall result in personal liability.
—Dec. 16, 2009, No. 164, § 4.03.
History
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 224 - Directors and Officers (§§ 3561 — 3568) › § 3564 - Duty of loyalty of directors, officers and majority shareholders

Whenever the directors, officers and majority stockholders have personal interests in matters affecting the corporation, they shall be subject to a duty of loyalty which bounds them to act fairly in relation to corporate issues.
History —Dec. 16, 2009, No. 164, § 4.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 224 - Directors and Officers (§§ 3561 — 3568) › § 3565 - Interested directors; quorum

(a) No contract or transaction between a corporation and one (1) or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one (1) or more of its directors or officers are directors or officers, or in which they may have a financial or economic interest shall be null or nullified solely for such reason, or for the simple fact that the director or officer attends a meeting of the board of directors or of a committee of such board, or participates therein, at which the contract or transaction is authorized, or because his/her vote or votes have been counted for such purposes, if any of the following alternatives is present:
(1) Influencing, material or significant facts of the relationship or interest, or relating to the contract or transaction, are disclosed to the board of directors; or these are known to the board of directors or to the committee of the board, and the board of directors or the committee authorizes the contract or transaction in good faith by the affirmative vote of the majority of the disinterested directors, even when these do not constitute a quorum; or
(2) the stockholders entitled to vote know or are disclosed the influencing, material or significant facts of the relationship or interest relating to the contract or transaction, and specifically approve the contract or transaction with their votes in good faith, or
(3) the contract or transaction in question is fair and reasonable for the corporation at the time it is authorized, adopted or ratified by the board of directors, by the committee designated by the board of directors or by the stockholders.
(b) For purposes of determining a quorum, the directors interested in the contract or transaction and who participate in the board meeting (meeting as a whole or in committee), at which the aforementioned contract or transaction is approved, may be counted.
History —Dec. 16, 2009, No. 164, § 4.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 224 - Directors and Officers (§§ 3561 — 3568) › § 3566 - Loans to officers or directors; loans secured by the corporation’s stocks

Any corporation may make loans to any director, officer or employee of the corporation or of its subsidiaries, secure their obligations or otherwise assist them when the board of directors deems it reasonable to expect that such loan, surety or assistance shall benefit the corporation. The loan, surety or assistance may accrue no interest, lack collateral or be secured in the manner approved by the board of directors, including, without limitations, the pledge of the stock of the corporation.
History —Dec. 16, 2009, No. 164, § 4.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 224 - Directors and Officers (§§ 3561 — 3568) › § 3567 - False statements regarding the situation or the business; responsibility of the directors or officers

If the directors or officers of any corporation organized in accordance with the laws of the Commonwealth of Puerto Rico knowingly cause the publication of or furnish any false written statement or report with respect to any important issue regarding the condition or business of the corporation, such directors or officers who shall have caused the publication or shall have furnished or approved such report or statement shall each be jointly liable for any loss or damage resulting therefrom.
History —Dec. 16, 2009, No. 164, § 4.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3582 - Corporate capital stock issue; payments; stocks paid in full

The price of subscription or purchase of the corporate capital stock to be issued by a corporation, as determined in subsections (a) and (b) of § 3583 of this title shall be paid in such form and manner as determined by the board of directors. The board of directors may authorize the payment of capital stock issue in cash, with any tangible or intangible property or any other benefit for the corporation or a combination thereof. In the absence of actual fraud in the transaction, the judgment of the directors as to the appraisal of the price shall be conclusive. The corporate capital stock issued in this manner shall be declared and deemed fully paid and shall not be subject to subsequent obligations once the corporation has received the agreed price; Provided, however, That nothing stated herein shall prevent the board of directors from issuing partially-paid shares under the provisions of § 3587 of this title.
History —Dec. 16, 2009, No. 164, § 5.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3583 - Corporate capital stock price

(a) The corporation may issue stock at par value for the price determined by the board of directors from time to time, or if the certificate of incorporation so provides, the stockholders, provided that such price is not less than the par value of such shares.
(b) The corporation may issue stock without par value for the price determined by the board of directors from time to time, or if the certificate of incorporation so provides, the stockholders.
(c) The corporation may dispose of the treasury stock at the price determined by the board of directors from time to time or, if the certificate of incorporation so provides, the stockholders.
(d) In the event that the certificate of incorporation has reserved to the stockholders the power to determine the prices for the issues of corporate capital stock, the stockholders shall so determine by the majority vote of the holders of the outstanding stock entitled to vote thereon, provided the certificate of incorporation does not require a larger vote.
History —Dec. 16, 2009, No. 164, § 5.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3584 - Determination of capital stock amount; capital stock definition; surplus and net shares

Every corporation may determine, by resolution of the board of directors, that only a part of the proceeds of the sale of the corporate capital stock which it may from time to time issue shall constitute the capital of the corporation. In case any of the shares issued have par value, the part of the price in this manner determined to constitute capital shall exceed the aggregate par value of the shares with par value which are issued at that price, except when all shares issued have par value, in which case only the part of the price in this manner determined to constitute capital is required to be equal to the aggregate par value of such shares. In each of these cases, the board of directors shall specify in terms of dollars the part of the price which shall constitute capital.
If the board of directors has not determined which part of the price of an issue of stock shall constitute capital:
(1) At the time shares are issued for cash, or
(2) within the sixty (60) days following the issue of shares for assets other than cash, the corporate capital with respect to such shares shall be an amount equal to the aggregate par value of the shares with par value, plus the amount received by the corporation as the proceeds of the issue of shares without par value. The amount of the price which is determined in this manner to constitute capital with respect to any shares without par value shall be the stated capital of such shares.
The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount which in this manner has been constituted as capital be transferred to the capital account. The board of directors may direct that this portion of the net assets so transferred shall be treated as capital regarding any shares of the corporation of any designated class or classes. The excess, if any, of the net assets of the corporation over the amount as determined in the foregoing manner to be capital, shall constitute surplus. Net assets shall be the excess of total assets over total liabilities of the corporation. Capital and surplus shall not be deemed as liabilities for these purposes.
History —Dec. 16, 2009, No. 164, § 5.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3585 - Fractions of shares

A corporation may, in its discretion, issue fractions of shares. If it does not issue the same, it shall:
(1) Take steps so that those entitled to fractional interests dispose of them;
(2) pay in cash the fair value of fractions of shares as of the time when those entitled to such fractions are determined, or
(3) issue scrip or a warrant of fractional share in registered form (whether or not represented by a certificate) or in bearer form (represented by a certificate) entitling the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.
A certificate for a fractional share or an uncertificated fractional share (but no scrip or warrants, unless otherwise provided therein) shall entitle the holder to exercise voting rights, to receive dividends and to participate in any of the assets of the corporation in case of liquidation.
The board of directors may cause scrip or warrants to be issued conditioned on the same becoming void if they are not exchanged for certificates representing full shares or for uncertificated full shares before a specified period; or conditioned on the fact that the corporation can sell the shares for which the scrip or warrants are exchangeable and the proceeds thereof distributed among the holders of scrip or warrants; or subject to any other conditions which the board of directors may deem proper to impose.
History —Dec. 16, 2009, No. 164, § 5.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3586 - Rights and options with respect to capital stock

Subject to any provisions of the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of capital stock or other securities of the corporation, rights or options entitling the holders thereof to purchase from the corporation any shares of capital stock of any class or classes. Such rights or options shall be evidenced by the instrument or instruments as shall be approved by the board of directors.
The terms upon which such shares may be purchased upon the exercise of any of the rights or options, the term or terms of duration of such rights or options, limited or unlimited, and the price or prices of the shares, shall be those fixed and stated in the certificate of incorporation or in a resolution adopted by the board of directors authorizing the creation and issue of such rights or options and, in every case, stated or incorporated by reference thereto in the instrument or instruments evidencing such rights or options. In the absence of actual fraud in the transaction, the judgment of the directors regarding the price or consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.
The board of directors may authorize, through a resolution adopted by itself, one (1) or more officers of the corporation to perform any of the following:
(a) Decide on the officers or employees of the corporation or of any subsidiary who shall receive the rights or options created by the corporation, and
(b) determine on the number of rights or option to be received by these officers or employees; Provided, however, That the resolution authorizing the officers specifically establishes the total number of rights or options that these officers may grant, including the price to exercise the right or option. The board of directors may not authorize any officer to be self-designated as recipient of the rights or options.
In case the shares of the corporation issued in accordance with such rights or options are shares having par value, the price to be received in exchange therefor shall not be less than the par value thereof. In case the shares to be issued in this manner are shares without par value, the price thereof shall be determined as provided in § 3583 of this title.
History —Dec. 16, 2009, No. 164, § 5.06.