2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3736 - Merger or consolidation of domestic nonstock corporations

(a) Two (2) or more nonstock corporations of the Commonwealth, whether or not organized for profit, may merge into a single corporation, which may be any one of the constituent corporations, or they may consolidate into a new nonstock corporation, whether or not organized for profit, organized by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, executed and approved in accordance with this section.
(b) The governing body of each corporation which desires to merge or consolidate shall adopt a resolution approving the merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) such other provisions or facts required or permitted by this subtitle to be stated in a certificate of incorporation for nonstock corporations as can be stated in the case of a merger or consolidation, stated in such altered form as the circumstances of the case require;
(4) the manner, if any, of converting the membership interests of each of the constituent corporations into memberships interests of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such membership interests, and
(5) such other details or provisions as are deemed desirable.
Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term “facts”, as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be submitted to the members of each constituent corporation who have the right to vote for the election of the members of the governing body of their corporation, at an annual or special meeting thereof for the purpose of acting on the agreement. Due notice of the time, place and purpose of the meeting shall be mailed to each member of each such corporation who has the right to vote for the election of the members of the governing body of the corporation, at the member’s address as it appears on the records of the corporation, at least twenty (20) days prior to the date of the meeting. At the meeting the agreement shall be considered and a vote, in person or by proxy, taken for the adoption or rejection of the agreement. Each member who has the right to vote for the election of the members of the governing body of the corporation shall be entitled to cast one (1) vote. If a majority of the voting power of members of each such corporation shall be for the adoption of the agreement, then that fact shall be certified on the agreement by the officer of each such corporation performing the duties ordinarily performed by the secretary or assistant secretary of a corporation. The agreement so adopted and certified shall be executed, acknowledged and filed, and shall become effective, in accordance with § 3503 of this title. The agreement shall be filed in the Department of State. The provisions set forth in the last sentence of § 3731(c) of this title shall apply to a merger under this section, and the reference therein to “stockholder” shall be deemed to include “member” hereunder.
(d) If, under the certificate of incorporation of one (1) or more of the constituent corporations, there shall be no members entitled to vote for the election of the members of the governing body of the corporation, other than the members of the governing body themselves, the agreement duly executed pursuant to the provisions of subsection (b) of this section shall be submitted to the members of the governing body of the corporation or corporations in a meeting to such effect. The notice of such meeting shall be mailed to the members of the governing body. If the vote casted in person for the adoption of the agreement constitutes two-thirds (⅔) of the total of members of the governing body entitled to vote above mentioned, then that fact shall be certified in the agreement, as provided in the case of the adoption of the agreement by vote of the members of the corporation, and the same procedures for completing the merger or consolidation shall be conducted henceforth.
(e) Section 3731(e) of this title shall apply to a merger under this section.
(f) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation or a charitable joint-stock association into a stock corporation or a joint-stock association if such charitable nonstock corporation or charitable joint-stock association would thereby have its charitable status lost or impaired as a result of such merger; but a stock corporation or joint-stock association may be merged into a charitable nonstock corporation or a charitable joint-stock association which shall continue as the surviving corporation or joint-stock association.
History —Dec. 16, 2009, No. 164, § 10.06.