2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3744 - Domestic corporations and partnerships

(a) Any corporation or corporations organized under the laws of the Commonwealth, any state of the United States America or the District of Columbia, may merge or consolidate with one (1) or more partnerships, whether general (including a limited liability partnership) or limited (including a limited liability limited partnership), organized under any other state of the United States of America or the District of Columbia, if the laws of such other state or states or the District of Columbia permit a corporation or partnership of such jurisdiction to merge or consolidate with a corporation or partnership organized under another jurisdiction the merger or consolidation. The constituent corporations may merge into a single corporation or partnership, or they may consolidate into a new corporation or partnership organized by the consolidation, which may be a corporation or partnership of the state of incorporation of any of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) Each constituent corporation shall enter into a written agreement of 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) the manner, if any, of converting the shares of stock of each such corporation and the partnership interests of each such partnership into shares, partnership interests or other securities of the corporation surviving or resulting from such merger or consolidation or of cancelling some or all of such shares or interests, and if any shares of any such corporation or any partnership interests of any such partnership are not to remain outstanding, to be converted solely into shares, partnership interests or other securities of the entity surviving or resulting from such merger or consolidation or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such shares or partnership interests are to receive in exchange for, or upon conversion of such shares or partnership interests and the surrender of any certificates evidencing them, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares, partnership interests or other securities of the entity surviving or resulting from such merger or consolidation, and
(4) such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or acknowledgement of fractional shares or interests of the surviving or resulting corporation or partnership from the merger or consolidation. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such merger or consolidation 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 required by subsection (b) of this section shall be adopted, approved, certified, executed, and acknowledged by each of the constituent corporations as provided in § 3731 of this title and, in the case of the partnerships, in accordance with their partnership agreements and in accordance with the laws under which they are organized, as the case may be. If the surviving or resulting entity is a partnership, in addition to any other approvals, each stockholder of a merging corporation who will become a partner of the surviving or resulting partnership must approve the agreement of merger or consolidation. The agreement shall be filed and shall become effective for all purposes of the laws of the Commonwealth when and as provided in § 3731 of this titlewith respect to the merger or consolidation of corporations organized in the Commonwealth. In lieu of filing the agreement of merger or consolidation, the surviving or resulting corporation or partnership may file a certificate of merger or consolidation, executed in accordance with § 3642 of this title, if the surviving or resulting entity is a corporation, or by a partner, if the surviving or resulting entity is a partnership, which states:
(1) The name and domicile of each of the constituent entities;
(2) that an agreement of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with this subsection;
(3) the name of the surviving or resulting corporation or partnership;
(4) in the case of a merger in which a corporation is the surviving entity, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;
(5) in the case of a consolidation in which a corporation is the resulting entity, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the designated office of the surviving corporation or partnership and the address thereof;
(7) that a copy of the agreement of consolidation or merger shall be furnished by the surviving or resulting entity, on request and without cost, to any stockholder of any constituent corporation or any partner of any constituent partnership, and
(8) the agreement, if any, required by subsection (d) of this section.
(d) If the surviving or resulting entity is to be governed by the laws of the District of Columbia, any state of the United States of America or any other foreign jurisdiction, it shall agree that it may be served with process in the Commonwealth in any proceeding for enforcement of any obligation of any constituent corporation or partnership of the Commonwealth, as well as for enforcement of any obligation of the surviving or resulting corporation or partnership arising from the merger or consolidation. This includes any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 3743 of this title. Furthermore, it shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify such surviving or resulting corporation or partnership thereof by certified mail, return receipt requested, directed to such surviving or resulting corporation or partnership at its address so specified, unless such surviving or resulting corporation or partnership shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated. Such mail shall enclose a copy of the process and any other document of documents served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum payable as established in Chapter 237 of this subtitle, which sum shall be imposed as part of the costs in the proceeding. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served upon the Secretary of State, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary of State shall not be required to retain such information longer than five (5) years from receipt of the service of process.
(e) The second sentence of subsection (c) and subsections (d) through (f) of § 3731 of this title and §§ 3740—3742 and 3787 of this title shall, insofar as they are applicable, apply to mergers or consolidations between corporations and partnerships.
History —Dec. 16, 2009, No. 164, § 10.14.