2023 Laws of Puerto Rico › TITLE THIRTEEN - Taxation and Finance (§§ 1 — 33423) › Subtitle 15 - Puerto Rico Industrial Incentives Generally (§§ 10001 — 10855) › PART I - Industrial Incentives (§§ 10001 — 10052) › Chapter 901 - Puerto Rico Industrial Incentive Act of 1954 (§§ 10001 — 10011) › § 10006 - Transfer of an exempted business

(a) General rule. — If a tax exemption grant or shares of stock or any partnership participation in the exempted business are transferred without the previous written approval of the Governor of Puerto Rico, the exemption shall be subject to revocation, except in the cases specified in subsection (b). Notwithstanding the previous provision, the Governor may approve with retroactive character, at his discretion, any transfer made without his previous written approval, when in his judgment the circumstances of the case so merit, taking into account the best interest of the Commonwealth and the purposes of industrial development of §§ 10001—10011 of this title. When in the judgment of the Governor there is no sufficient justification to approve any transfer already granted, he may choose between revoking the exemption or otherwise reducing the remaining term thereof, in wise proportion with the violation.
(b) Exceptions. — The following transfers shall be permitted:
(1) A transfer of the assets of a decedent to his estate or a transfer by bequest or inheritance.
(2) An exchange which is within the provisions of § 10004 of this title.
(3) A transfer of shares of stock or any partnership participation when such transfer does not directly or indirectly result in a change in control of the exempted business, applying the rules of stock ownership provided by the income tax laws then in force.
(4) A transfer of shares of stock of a corporation owning or conducting an exempted business which occurs after the Governor of Puerto Rico has determined that any and all transfers of shares of stock of such corporation shall be permitted without the prior written approval of the Governor, which determination the Governor may make after considering the extent to which availability of investment capital may depend on the existence of securities which are freely transferable, the nature of the exempted business, and its importance to the industrial development of Puerto Rico, the integrity and financial standing of the stockholders, and the paid-in capitalization and number of stockholders that the corporation expects to have at the time of the commencement of operations of the exempted business. Provided, That, before making a determination of this nature the Governor shall consider the reports on each such case which shall be submitted to him by the Secretaries of Justice and of the Treasury and the Economic Development Administrator within the term fixed by the Governor.
(5) A pledge or hypothecation entered into in the normal course of business, solely for the purpose of creating security for bona fide indebtedness.
(6) A transfer by operation of law or court order to a trustee in bankruptcy or a receiver.
(c) Notice. — Any transfer included in the exceptions of subsection (b) of this section shall be reported to the Governor of Puerto Rico by the exempted business within thirty (30) days following the effectuation thereof, except that those transfers, included under clause (4) of subsection (b), which do not make the stockholder a holder of ten percent (10%) or more of the capital stock issued by the corporation shall not be so reported, but the exempted business shall render annually to the Governor of Puerto Rico, not later than the first of March following the expiration of each calendar year, a list containing the names and addresses of all its stockholders with the number of shares of stock owned by each, as it appears from the books of the corporation on a given date which may be any date between December 31 and March 1, at the option of the exempted business.
History —Dec. 15, 1953, No. 6, p. 12, § 6; May 27, 1954, No. 44, p. 224, § 2; July 12, 1960, No. 108, p. 310; June 23, 1971, No. 66, p. 202, § 2.