2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 222 - Powers (§§ 3521 — 3525) › § 3522 - Specific powers

Every corporation created under the provisions of this subtitle shall have the power to:
(a) Legally exist in perpetuity with its corporate name, unless its term of duration is limited in the certificate of incorporation.
(b) Sue and be sued under its corporate name in any court and participate in any judicial, administrative, arbitration proceeding or of any other nature.
(c) Have a corporate seal which may be altered at will, and use such seal or a facsimile thereof, by affixing or reproducing the same by any other means.
(d) Purchase, receive, own, lease, acquire or assign, in any other manner or form, personal or real property or any other interest therein, wherever situated, and sell, lease, exchange or otherwise transfer or encumber, in whole or in part, its property and assets, or any interest therein, wherever situated.
(e) Appoint such officers and agents as the business of the corporation requires and designate suitable remuneration for them.
(f) Adopt, amend, and repeal corporate bylaws for the administration of the enterprise.
(g) Dissolve itself in the manner provided by this subtitle.
(h) Conduct its business and operations, have one (1) or more offices, and exercise its powers inside or outside the territorial jurisdiction of the Commonwealth of Puerto Rico.
(i) Make gifts, and receive donations.
(j) Create, promote or administer any other kind of corporation.
(k) Buy, take, subscribe or otherwise acquire, own, vote, utilize, sell, mortgage or in any other manner encumber, or dispose of stock or other securities in any corporation, association, partnership or domestic or foreign enterprise, or of direct or indirect obligations of the United States or of any other government, state, municipality or government agency.
(l) Execute contracts and securities and incur liabilities, borrow money, issue notes, promissory notes, bonds or any other type of obligation and secure any of its obligations by means of mortgage, lien or other encumbrance over its properties, franchises or incomes, whether in whole or in part, execute contracts of surety or bonds to secure the obligations of any parent company, subsidiary or affiliate.
(m) Lend money or use its credit for corporate purposes, invest or reinvest its funds and take and hold personal or real property to secure the payment of the funds so loaned or invested.
(n) Reimburse to all directors and officers or former directors and officers, or any person who, at the request of the corporation, has rendered services as a director or officer of another corporation of which is a stockholder or which corporation is creditor, the expenses which necessarily or in fact were incurred with respect to the defense in any action, suit or proceeding in which such persons, or any of them, are included as a party or parties for having been directors or officers of one or another corporation, pursuant to the provisions of § 3568 of this title.
(o) Make payments for employee retirement benefit plans, establish and promote employee retirement and benefits, profit sharing, stock options, incentive and deferred or nondeferred compensation plans, trusts and other incentives for any or all of the directors, officers and employees, and for any or all of the directors, officers and employees of its subsidiaries.
(p) Obtain for the benefit of the corporation, life or disability insurance on or for its directors, officers or employees. It may also obtain life insurance on a stockholder with the purpose of acquiring the stock of any stockholder upon his/her death.
(q) Participate with others in any corporation, partnership, association, joint or any other kind of venture, in any transaction, business, arrangement or agreement for which the participating corporation is empowered to conduct by itself, whether or not such participation includes the sharing with others or delegate corporate control on others.
(r) Transact any lawful business which the Board of Directors deems to be of assistance to a government agency.
(s) Waive, through its certificate of incorporation or a decision from its Board of Directors, any interest or expectation it may have in the corporation, or in which it is offered participation regarding specific business opportunities, or categories or types of business opportunities presented to the corporation or to one or several of its officers, directors or stockholders.
History —Dec. 16, 2009, No. 164, § 2.02.