reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3805 - Activities not constituting business transactions in the Commonwealth

(a) The following activities, without this list being thorough, shall not constitute doing business transactions in the Commonwealth:
(1) Initiate, defend or settle any judicial process.
(2) Conduct meetings of the board of directors, or shareholders, or other activities related to the internal corporate affairs.
(3) Have bank accounts.
(4) Keep offices and agencies for the transfer, exchange, and registration of the corporation’s own securities or keep trustees or depositories with respect to such securities.
(5) Sell through independent contractors.
(6) Request or obtain orders, whether by mail or by employees or agents or otherwise, if such orders are to be accepted outside of the Commonwealth before the contractual obligation arises.
(7) Create or acquire debts, mortgages, or real property securities.
(8) Guaranty or collect debts or foreclose on mortgages, or securities on the properties which guaranty such debts.
(9) Own title to real or personal property.
(10) Conduct an isolated transaction which is completed within a thirty (30)-day period, which is not part of a series similar in nature.
(b) The provisions of this section shall not govern in determining whether a foreign corporation is subject to service of process and being sued in the Commonwealth pursuant to § 3811 of this title or any other law of the Commonwealth. Furthermore, these provisions shall not govern in determining whether a corporation is engaged in trade or business in the Commonwealth to establish its tax liability under the Income Tax Act of 1954 or the Puerto Rico Internal Revenue Code of 1994, as the case may be.
—Dec. 16, 2009, No. 164, § 13.05.
History
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3806 - Effect of the certificate of authorization

(a) The certificate of authorization empowers the foreign corporation to which it is issued to do business in the Commonwealth, subject to the right of the Commonwealth to revoke such certificate of authorization pursuant to the provisions of this subtitle.
(b) Every foreign corporation with a valid certificate of authorization shall have the same rights, privileges, duties, restrictions, penalties, and responsibilities which a domestic corporation of similar nature may presently have or those which may be imposed thereon in the future.
History —Dec. 16, 2009, No. 164, § 13.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3807 - Additional requirements in case of change of name, change of business purpose or merger or consolidation

(a) Every foreign corporation admitted to do business in the Commonwealth which shall change its corporate name, or enlarge, limit or otherwise change the business which it proposes to do in the Commonwealth, shall, within thirty (30) days after the time said change becomes effective, file with the Department of State a certificate, which shall set forth:
(1) The name of the foreign corporation as it appears on the records of the Department of State.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to do business in the Commonwealth.
(4) If the name of the foreign corporation has been changed, a statement of the name relinquished, a statement of the new name and a statement that the change of name has been effected under the laws of the jurisdiction of its incorporation and the date the change was effected.
(5) If the business it proposes to do in the Commonwealth is to be enlarged, limited or otherwise changed, a statement reflecting such change and a statement that it is authorized to do in the jurisdiction of its incorporation the business which it proposes to do in the Commonwealth.
(b) Whenever a foreign corporation authorized to transact business in the Commonwealth shall be the survivor of a merger permitted by the laws of the state or country in which it is incorporated, it shall, within thirty (30) days after the merger becomes effective, file with the Department of State a certificate, issued by the proper officer of the jurisdiction of its incorporation, attesting to the occurrence of such merger. If the merger has changed the corporate name of such foreign corporation or has enlarged, limited or otherwise changed the business it proposes to do in the Commonwealth, it shall also comply with subsection (a) of this section.
(c) Whenever a foreign corporation authorized to transact business in the Commonwealth ceases to exist because of a statutory merger or consolidation, it shall comply with § 3812 of this title.
History —Dec. 16, 2009, No. 164, § 13.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3808 - Books to be kept by the foreign corporation

(a) Every foreign corporation authorized to do business in the Commonwealth must keep and maintain in the Commonwealth such accounting books, documents and records (including inventory records) which according to accepted accounting practices are sufficient to:
(1) Clearly establish the amount of gross income and deductions, credits and other details related to the operations in the Commonwealth which must be declared in the income tax returns filed in the Commonwealth, and
(2) clearly reflect the amount of its investments in the Commonwealth, the property owned by the corporation located in the Commonwealth, and the amount of its capital spent in conducting its business in the Commonwealth.
History —Dec. 16, 2009, No. 164, § 13.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3809 - Annual report

Every foreign corporation, for profit or nonprofit, authorized to transact business in Puerto Rico shall render a report pursuant to the provisions of Chapter 235 of this subtitle.
History —Dec. 16, 2009, No. 164, § 13.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3810 - Registered office and change of registered agent of a foreign corporation

(a) Every corporation authorized to do business in the Commonwealth shall continuously maintain a registered office and a registered agent in the Commonwealth, as provided in Chapter 223 of this subtitle.
(b) Any foreign corporation authorized to do business in the Commonwealth may change or substitute its registered agent by filing a certificate with the Department of State, in accordance with Chapter 223 of this subtitle, setting forth:
(1) The name and address of the new registered agent and the written consent of the new registered agent accepting the new appointment (as part of the statement or attached thereto), and
(2) a revocation of any previous appointments of registered agents.
Such registered agent shall be either an individual residing in the Commonwealth or a juridical person organized under the laws of the Commonwealth of Puerto Rico or authorized to do business in the Commonwealth.
(c) The registered agent of any foreign corporation may resign to his/her office by filing with the Department of State a signed resignation. Such resignation shall become effective thirty (30) days after it is filed. The resignation shall include a statement indicating that written notice of resignation was given to the corporation at least thirty (30) days prior to the filing thereof with the Department of State by certified mail or delivery of such notice to the foreign corporation at its last address known by the registered agent.
(d) If any agent certified as required by § 3801 of this title shall die or remove from the Commonwealth, or resign, then the foreign corporation for which the agent had been so designated and certified shall, within ten (10) days after the death, removal or resignation of its agent, substitute, designate and certify to the Secretary of State, the name of another registered agent. All process, orders, notices or claims mentioned in § 3811 of this title which may be given to the new registered agent shall be deemed to be effected pursuant to this section.
History —Dec. 16, 2009, No. 164, § 13.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3813 - Service of process on a nonqualifying foreign corporation

(a) Any foreign corporation doing business in the Commonwealth without having authorization to do so pursuant to § 3801 of this title, shall be deemed to have thereby appointed and constituted the Secretary of State as its agent for the acceptance of legal process in any action, suit or proceeding against it in any court of the Commonwealth arising or growing out of any business transacted by it within the Commonwealth. The transaction of business in the Commonwealth by such corporation shall be a signification of the agreement of such corporation that any such process when so served shall be of the same legal force and validity as if served upon an authorized officer or agent personally within the Commonwealth.
(b) The provisions of § 3805 of this title shall not apply in determining whether any foreign corporation is transacting business in the Commonwealth within the meaning of this section. Whenever used in this section, the terms “the transaction of business” or “business transacted in the Commonwealth”, by any such foreign corporation shall mean the course or practice of carrying on any business activities in the Commonwealth, including, without limiting the generality of the foregoing, the solicitation of business or orders in the Commonwealth. The provisions of this section shall not apply to any insurance company doing business in the Commonwealth.
(c) In the event of service upon the Secretary of State, the Secretary of State shall be responsible for notifying the corporation thereof by certified mail, return receipt requested, directed to the corporation at the address furnished to the Secretary of State by the plaintiff in such action, suit or proceeding, together with a copy of the process and any other papers served upon the Secretary of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate to the Secretary of State, to notify the Secretary of State that service is being made pursuant to this section, and to pay the Secretary of State the fees payable established in Chapter 237 of this subtitle, which sum shall be paid as a part of the costs in the action, suit or proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which the process has been served, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain the information contained in such record of process for a period longer than five (5) years from receipt of the service of process.
History —Dec. 16, 2009, No. 164, § 13.13.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3814 - Violations and penalties; revocation

(a) Any foreign corporation who violates the provisions of this chapter shall be fined not less than two hundred dollars ($200) for each violation, except for any violations to § 3809 of this title, which shall be addressed as provided in Chapter 235 of this subtitle.
(b) Any agent of any foreign corporation that shall do any business in the Commonwealth for any foreign corporation before the foreign corporation has complied with any section of this subtitle applicable to it, shall be fined not less than one hundred dollars ($100) nor more than five hundred dollars ($500).
(c) The Secretary of State may initiate a proceeding pursuant to § 3815 of this title to revoke the certificate of authorization of a foreign corporation authorized to do business in the Commonwealth if:
(1) The foreign corporation fails to file its annual report pursuant to § 3809 of this title, or
(2) the foreign corporation lacks a registered agent or office in the Commonwealth for a term of sixty (60) days or more.
History —Dec. 16, 2009, No. 164, § 13.14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3815 - Revocation proceeding and effect thereof

(a) If the Secretary of State shall determine that there exist one (1) or more grounds to revoke the certificate of authorization, in accordance with § 3814 of this title, he/she shall deliver to the foreign corporation a written notice of its determination in accordance with § 3811 of this title.
(b) If within a term of sixty (60) days after delivery of the notice in accordance with § 3811 of this title, the foreign corporation does not make the appropriate corrections, or shows to the reasonable satisfaction of the Secretary of State that the grounds on which the determination of revocation was made have been eliminated, the Secretary of State may revoke the certificate of authorization of the foreign corporation by executing a certificate of revocation setting forth the ground or grounds for the revocation and the effective date thereof. The Secretary of State shall record the original of the certificate and deliver a copy to the foreign corporation pursuant to § 3811 of this title.
(c) The authorization of a foreign corporation to do business in the Commonwealth shall expire on the date appearing on the certificate of revocation.
(d) The revocation of the certificate of authorization of a foreign corporation by the Secretary of State shall have the effect of designating the Secretary of State as agent of the corporation for purposes of service of process in any proceeding grounded on a cause of action which may have arisen during the time which the foreign corporation was authorized to do business in the Commonwealth. Service of the process upon the Secretary of State in accordance with this subsection shall constitute service of process upon the foreign corporation. Having received the service of process, the Secretary of State shall mail a copy thereof to the secretary of the foreign corporation at its registered office as it appears from the most recent annual report, or from any subsequent communication received from the corporation indicating its current mailing address or if no address appears in the record, at the office designated on the application for a certificate of authorization.
(e) Any foreign corporation may appeal the revocation of its certificate by the Secretary of State, before the Court of First Instance (Superior Part) within the thirty (30) days following the date of delivery of the certificate of revocation pursuant to § 3811 of this title. The foreign corporation shall appeal by a petition to the court to set aside the revocation, attaching its certificate of authorization and the certificate of revocation of the Secretary of State.
(f) The court may summarily order the Secretary of State to restore the certificate of authorization or take any other action the court deems appropriate.
(g) The final order of the court may be reconsidered as in the case of other civil proceedings.
History —Dec. 16, 2009, No. 164, § 13.15.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3821 - Law governing close corporations

(a) This chapter governs all close corporations, as defined in § 3823 of this title. Unless a corporation elects to become a close corporation under and in the manner prescribed in this chapter, it shall be subject in all respects to the provisions of this subtitle, except as provided in this chapter.
(b) The provisions of this subtitle shall be applicable to all close corporations, as defined in § 3823 of this title, except insofar as this chapter otherwise provides.
History —Dec. 16, 2009, No. 164, § 14.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3822 - Effect of this chapter on other laws

This chapter shall not be deemed to repeal any statute or provision of law which governs or may govern any corporation organized pursuant to this subtitle that is not a close corporation.
History —Dec. 16, 2009, No. 164, § 14.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3823 - Close corporation, definition, contents of certificate of incorporation

(a) A close corporation is a corporation organized under this subtitle whose certificate of incorporation contains the provisions required by § 3502 of this title and, in addition, provides that:
(1) All of the corporation’s issued stock of all classes, exclusive of treasury shares, shall be represented by certificates and only a specified number of persons, not exceeding seventy-five (75) shall be the holders of the record thereof; and
(2) all of the issued stock of all classes shall be subject to one (1) or more of the restrictions on transfer permitted by § 3622 of this title, and
(3) the corporation shall make no offering of any of its stock of any class which would constitute a “public offering” within the meaning of the United States Securities Act of 1933 (15 USC § 77), as amended.
(b) The certificate of incorporation of a close corporation may set forth the qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of record of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class or both.
(c) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in common tenancy or by persons married to one another or by the conjugal partnership constituted among them shall be deemed held by a single stockholder.
History —Dec. 16, 2009, No. 164, § 14.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3824 - Incorporation of close corporations

A close corporation shall be incorporated pursuant to §§ 3501—3503 of this title, except that:
(a) Its certificate of incorporation shall contain a heading stating the name of the corporation and that it is a close corporation, and
(b) its certificate of incorporation shall contain the provisions required by § 3823 of this title.
History —Dec. 16, 2009, No. 164, § 14.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3825 - Election of existing corporation to become a close corporation

Any corporation organized under the provisions of this subtitle may become a close corporation as provided in this chapter by executing, authenticating, filing, and recording a certificate of amendment to its certificate of incorporation, pursuant to § 3503 of this title, which shall contain the following:
(a) A statement that such corporation has elected to become a close corporation;
(b) the provisions required by § 3823 of this title to be stated in the certificate of incorporation of a close corporation, and
(c) a heading stating the name of the corporation and that it is a close corporation.
Such amendment shall be adopted in accordance with the requirements of §§ 3681 and 3682 of this title, except that such amendment must be approved by the vote of the holders of record of at least two-thirds (⅔) of each class of capital stock of the corporation issued and outstanding.
History —Dec. 16, 2009, No. 164, § 14.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3826 - Issuance or transfer of stock of a close corporation in breach of qualifying conditions

(a) If stock of a close corporation is issued or transferred to any person who is not entitled under any provision of the certificate of incorporation permitted by § 3823(b) of this title to be a holder of record of stock of such corporation; and if the certificate for such stock conspicuously notes the qualifications of the persons entitled to be holders of record thereof, such person is conclusively presumed to have notice of the fact of such person’s ineligibility to be a stockholder of such close corporation.
(b) If the certificate of incorporation of a close corporation states the number of persons, not in excess of seventy-five (75), who are entitled to be holders of record of its stock, and if the certificate for such stock conspicuously states such number, and if the issuance or transfer of stock to any person would cause the stock to be held by more than such number of stockholders, the person to whom such stock is issued or transferred is conclusively presumed to have notice of this fact.
(c) If a stock certificate of any close corporation conspicuously notes the fact of a restriction on transfer of stock of the corporation, and the restriction is one which is permitted by § 3622 of this title, the transferee of the stock is conclusively presumed to have notice of the fact that such person has acquired stock in violation of the restriction, if such acquisition violates the restriction.
(d) The corporation, in its discretion, may refuse to record the transfer of stock to the transferee of the stock so transferred, whenever any person to whom stock of a close corporation has been issued or transferred has, or is conclusively presumed under this section to have notice:
(1) That such person is a person not eligible to be a holder of stock of the corporation, or
(2) that transfer of stock to such person would cause the stock of the corporation to be held by more than the number of persons permitted by its certificate of incorporation to be stockholders of the corporation, or
(3) that the transfer of stock is in violation of a restriction on transfer of stock.
(e) Even though the transfer of stock is otherwise contrary to subsections (a), (b) amd (c) of this section, the provisions of subsection (d) of this section shall not be applicable if the transfer of stock has been consented to by all the stockholders of the close corporation, or if the close corporation has amended its certificate of incorporation in accordance with § 3831 of this title.
(f) The term “transfer”, as used in this section, is not limited to a transfer for value.
(g) The provisions of this section do not in any way impair any rights of a transferee regarding any right to rescind the transaction or to recover under any applicable warranty express or implied.
History —Dec. 16, 2009, No. 164, § 14.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3827 - Corporate option where a restriction on transfer of a security is held invalid

If a restriction on transfer of a security of a close corporation is held not to be authorized by § 3622 of this title, the corporation shall nevertheless have an option, for a period of thirty (30) days after the judgment setting aside the restriction becomes final, to acquire the restricted security at a price which is agreed upon by the parties, or if no agreement is reached as to price, then at the fair value as determined by the Court of First Instance (Superior Part). In order to determine fair value, the Court of First Instance (Superior Part) may appoint an appraiser to receive evidence and report to the court such appraiser’s findings and recommendation as to fair value of the securities.
History —Dec. 16, 2009, No. 164, § 14.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3828 - Management by stockholders

The certificate of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation rather than by a board of directors. So long as this provision continues in effect:
(a) No meeting of stockholders need be called to elect directors;
(b) unless the context clearly requires otherwise, the stockholders of the corporation shall be deemed to be directors for purposes of applying provisions of this subtitle, and
(c) the stockholders of the corporation shall be subject to all liabilities imposed by law upon directors.
Such a provision may be included in the certificate of incorporation by amendment if all incorporators and subscribers or all holders of record of all of the outstanding stock, whether or not having voting power, authorize such a provision. An amendment to the certificate of incorporation to delete such a provision shall be adopted by a vote of the holders of a majority of all issued stock of the corporation, whether or not otherwise entitled to vote. If the certificate of incorporation contains a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every stock certificate issued by such corporation.
History —Dec. 16, 2009, No. 164, § 14.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3829 - Agreements restricting discretionary powers of directors

A written agreement among the stockholders of a close corporation holding a majority of the issued and outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretionary powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors to the extent and so long as the discretionary powers of the board is controlled by such agreement.
History —Dec. 16, 2009, No. 164, § 14.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3830 - Operating corporation as partnership

No written agreement among stockholders of a close corporation, nor any provision of the certificate of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or declaration and payment of dividends or other division of profits or the election of directors or officers or the employment of stockholders by the corporation or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners.
History —Dec. 16, 2009, No. 164, § 14.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3831 - Stockholders’ option to dissolve corporation

(a) The certificate of incorporation of any close corporation may include a provision granting to any stockholder, or to the holders of any specified number or percentage of shares of any class of stock, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the stockholders exercising such option shall give written notice thereof to all other stockholders. After the expiration of thirty (30) days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of stockholders having voting power had consented in writing to dissolution of the corporation as provided by § 3657 of this title.
(b) If the certificate of incorporation as originally filed does not contain a provision authorized by subsection (a), the certificate may be amended to include such provision if adopted by the affirmative vote of the holders of all the issued and outstanding stock, whether or not entitled to vote, unless the certificate of incorporation specifically authorizes such an amendment by a vote which shall be not less than two thirds (⅔) of all the issued and outstanding stock whether or not entitled to vote.
(c) Each stock certificate in any corporation whose certificate of incorporation authorizes dissolution as permitted by this section shall conspicuously note on the face thereof the existence of the provision. Unless noted conspicuously on the face of the stock certificate, the provision is ineffective.
History —Dec. 16, 2009, No. 164, § 14.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3832 - Bylaws

(a) A close corporation need not approve bylaws if the provisions required by law to appear in the bylaws are stated in the certificate of incorporation or in a stockholders’ agreement authorized by § 3829 of this title.
(b) If a corporation does not have bylaws upon termination of its status as a close corporation pursuant to § 3838 of this title the corporation must immediately approve bylaws pursuant to the provisions of Section 1.09 [sic].
History —Dec. 16, 2009, No. 164, § 14.12.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3833 - Limited liability

The fact that a close corporation does not observe the customary corporate formalities or requirements with respect to its corporate powers or the conduct of its business and affairs is not grounds for imposing personal liability on the stockholders for the liabilities of the corporation.
History —Dec. 16, 2009, No. 164, § 14.13.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3834 - Voluntary termination of close corporation status; effect of termination

(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its certificate of incorporation to delete therefrom the additional provisions required or permitted by § 3823 of this title to be stated in the certificate of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with § 3682 of this title, except that it must be approved by a vote of the holders of at least two-thirds (⅔) of the shares of each class of stock of the corporation which are outstanding.
(b) The certificate of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than two-thirds (⅔) or a vote of all shares of any class shall be required; and if the certificate of incorporation contains such a provision, that provision shall not be amended, repealed or modified by any vote less than that required to terminate the corporation’s status as a close corporation.
History —Dec. 16, 2009, No. 164, § 14.14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3835 - Appointment of a trustee for a close corporation

(a) In addition to § 3656 of this title respecting the appointment of a trustee for any corporation, the Court of First Instance (Superior Part), upon petition of any stockholder, may appoint one (1) or more persons to be trustees of a close corporation and, if the corporation is insolvent, as receivers thereof, when:
(1) Pursuant to § 3828 of this title, the business and affairs of the corporation are managed by the stockholders and such stockholders are in such disagreement that the business of the corporation is suffering or is threatened with irreparable injury, and any remedy to such deadlock provided in the certificate of incorporation, the bylaws, or any written agreement among the stockholders has failed, or
(2) the petitioning stockholders have the right to dissolve the corporation pursuant to the provisions of the certificate of incorporation permitted by § 3831 of this title.
(b) If the Court of First Instance (Superior Part) finds that it favors the best interests of the close corporation, then in lieu of appointing a trustee pursuant to § 3656 of this title, the court may appoint a provisional director, whose powers and legal status shall be as provided by Section 16.16 of this Act [sic]. Such appointment shall not preclude any subsequent order of the court providing the appointment of a trustee for such close corporation.
History —Dec. 16, 2009, No. 164, § 14.15.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3836 - Appointment of a provisional director in certain cases

(a) Notwithstanding any provision to the contrary in the certificate of incorporation or the bylaws, or in any stockholders’ agreement, the Court of First Instance (Superior Part) may appoint a provisional director for a close corporation if the directors are in such disagreement respecting the business and affairs of the corporation that it is impossible to obtain the votes for the board of directors to act, and as a result, the business and affairs of the corporation cannot be conducted for the benefit of the stockholders generally.
(b) A petition for relief pursuant to this section must be filed:
(1) By at least one-half (½) of the number of directors then in office;
(2) by the holders of at least one-third (⅓) of all stock then entitled to elect the directors, or
(3) if there be more than one (1) class of stock then entitled to elect one (1) or more directors, by the holders of two-thirds (⅔) of the stock of any of such classes; but the certificate of incorporation of a close corporation may provide that a lesser proportion of the directors or of the stockholders or of a class of stockholders may request relief under this section.
(c) The provisional director shall be an impartial person who is neither a stockholder nor a creditor of the corporation or of any subsidiary or affiliate of such corporation, and whose further qualifications, if any, may be determined by the Court of First Instance (Superior Part). The provisional director is not a receiver of the corporation and does not have the juridical status and powers of a trustee or receiver appointed pursuant to the provisions of § 3656 of this title. The provisional director shall have all of the rights and powers of a duly elected director of the corporation, including the right to notice of the meetings and to vote thereat until removed from his/her office by the Court of First Instance (Superior Part) or by the holders of a majority of the shares then entitled to elect the directors, or by the holders of two-thirds (⅔) of the shares of the class of the stockholders which filed the petition for appointment of a provisional director. The provisional director and the corporation shall agree on the compensation to be received by the provisional director, subject to the approval of the Court of First Instance (Superior Part), which may fix such compensation in the absence of an agreement or in the event of disagreement between the provisional director and the corporation.
(d) Even though the requirements of subsection (b) relating to the number of directors or stockholders who may petition for the appointment of a provisional director are not satisfied, the Court of First Instance (Superior Part) may nevertheless appoint a provisional director if permitted by § 3835(b) of this title.
History —Dec. 16, 2009, No. 164, § 14.16.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3837 - Special remedy; dissolution

(a) The Court of First Instance (Superior Part) may order the dissolution of the corporation if it finds:
(1) That there exists one (1) or more grounds for the judicial dissolution pursuant to § 3713 of this title, or
(2) all of the other remedies ordered by the court pursuant to §§ 3835 and 3836 of this title have failed to resolve the matters in dispute.
(b) In determining whether to dissolve the corporation or not, the court shall take into consideration, among other relevant proof, the financial condition of the corporation, but it may not refuse to order the dissolution of a corporation solely because the corporation has accrued earnings or current operational profits.
History —Dec. 16, 2009, No. 164, § 14.17.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3838 - Limitations on continuation of close corporation status

A close corporation continues to be such and to be subject to this subtitle until:
(a) It files with the Secretary of State a certificate of amendment deleting from its certificate of incorporation the provisions required or permitted by § 3823 of this title to be stated in the certificate of incorporation to qualify it as a close corporation, or
(b) any of the provisions or conditions required or permitted by § 3823 of this title to be stated in a certificate of incorporation to qualify a corporation as a close corporation has in fact been breached and neither the corporation nor any of its stockholders takes the steps required by § 3839 of this title to prevent such loss of status or to remedy such breach.
History —Dec. 16, 2009, No. 164, § 14.18.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 234 - Close Corporations (§§ 3821 — 3839) › § 3839 - Involuntary termination of close corporation status; proceeding to prevent loss of status

(a) If any event occurs resulting in one (1) or more breaches of the provisions or conditions included in the certificate of incorporation of a close corporation pursuant to § 3823(a) of this title and which qualify it as such pursuant to this subtitle, the status of such corporation as a close corporation shall terminate, unless:
(1) Within thirty (30) days following the occurrence of the event, or discovery, whichever is later, the corporation files a certificate pursuant to § 3503 of this title at the Department of State stating that a specific provision or condition included in its certificate of incorporation to qualify it as a close corporation, pursuant to § 3823 of this title, has ceased to be applicable, and a copy of such certificate is furnished to each stockholder, and
(2) the corporation concurrently with the filing of such certificate takes the necessary steps to correct the situation which threatens its legal status as a close corporation, including, without limitation, the refusal to register the wrongful transfer of stock as provided in § 3826 of this title, or conduct a proceeding pursuant to subsection (b) of this section.
(b) In case a suit is brought against the corporation or any stockholder, the Court of First Instance (Superior Part) shall have jurisdiction to enter all orders which may be necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as such, by enjoining or setting aside any action or threat of action by the corporation or by a stockholder which may be inconsistent with any of the provisions or conditions of § 3823 of this title required or permitted to be incorporated into the certificate of incorporation of a close corporation, unless it is an act approved pursuant to § 3834 of this title. The Court of First Instance (Superior Part) may enjoin or set aside any transfer of stock of a close corporation which is inconsistent with the terms and conditions of its certificate of incorporation or with any restriction of the transfer permitted under § 3826 of this title, and may enjoin any public offering, as defined in § 3823 of this title, or the threat of a public offering of the stock of a close corporation.
History —Dec. 16, 2009, No. 164, § 14.19.
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) › § 3851 - Domestic corporations; annual reports; books and other documents in Puerto Rico

(a) Every corporation organized under the laws of the Commonwealth shall annually submit at the office of the Department of State, or over the Internet when the service becomes available, not later than the fifteenth (15th) day of April, a report certified, under penalty of perjury, pursuant to subsections (a) and (b) of § 3503 of this title, by an authorized official, a director or the incorporator.
The report shall contain:
(1) A financial statement prepared in accordance to 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, who is neither a stockholder nor an employee of such corporation, together with the corresponding opinion of such certified public accountant.
Nonprofit and noncapital stock corporations and for-profit corporations whose volume of business 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.
(2) A list of the names and mailing addresses of two (2) officers of the corporation, including he/she who signs the report, holding office on the date of the filing of the report and the expiration dates of their respective offices.
(3) Such other information which the Secretary of State may require. This report shall be accompanied by an internal revenue voucher for the filing fees, as provided in § 3901 of this title.
(b) Every corporation organized under the laws of the Commonwealth shall keep and maintain in Puerto Rico such accounting books, documents and records (including inventory records) which suffice to:
(1) Clearly establish the amount of gross income and deductions, credits and other details concerning the operations inside and outside of Puerto Rico, which must appear on the income tax returns which they file in the Commonwealth, and
(2) clearly show the amount of its investments inside and outside of Puerto Rico, the property owned by the corporation and the amount of the capital invested in conducting business inside and outside of Puerto Rico.
History —Dec. 16, 2009, No. 164, § 15.01; June 12, 2010, No. 60, § 1.
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) › § 3852 - Administrative fines and penalties for failing to render reports

In the event that a corporation should fail to file the report referred to in § 3851 of this title within the period established by law, or refuses to file or amend it when so ordered by the Secretary of State because it is incomplete or unsatisfactory, or whenever it fails to keep in Puerto Rico the accounting books and documents and records referred to in said section, the Secretary of State is authorized to impose administrative fines for violation of said section.
The notice of the administrative fine to be sent to the corporation shall state the alleged violation and the amount of the administrative fine, which shall not be of less than one hundred dollars ($100) nor greater than one thousand dollars ($1,000) for nonprofit corporations, whether domestic or foreign. For those for profit corporations, the fine shall be of not less than five hundred dollars ($500) nor greater than two thousand dollars ($2,000). The fine shall be paid within thirty (30) days upon receipt of the notice of the fine.
If a domestic corporation fails to file the annual report required by law for a term of two (2) consecutive years, the Secretary of State is authorized to revoke the certificate of incorporation of such corporation. At least sixty (60) days before revoking the certificate of incorporation, the Secretary of State shall notify the affected corporation of his/her intention to revoke by sending a notice of such intentions by mail to the registered agent of such corporation as it appears in its records.
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 which are established in this section.
Once the certificate of incorporation is canceled pursuant to law the Secretary of State shall notify the Secretary of the Treasury of such cancellation.
History —Dec. 16, 2009, No. 164, § 15.02.