2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 231 - Renewal, Revival, Extension and Restoration of the Corporate Legal Status (§§ 3761 — 3764) › § 3761 - Revocation of voluntary dissolution

(a) For purposes of this section, the term “stockholders” shall mean the stockholders of record on the date the dissolution became effective.
(b) At any time prior to the expiration of three (3) years following the dissolution of a corporation pursuant to § 3705 of this title, or, at any time prior to the expiration of such longer period as the Court of First Instance (Superior Part) may have directed pursuant to § 3708 of this title, a corporation may revoke the voluntary dissolution theretofore effected by it in the following manner:
(1) The board of directors shall approve a resolution recommending that the voluntary dissolution be revoked and directing that the question of the revocation be submitted to a vote at a special meeting of stockholders.
(2) Notice of the special meeting of stockholders shall be given in accordance with § 3652 of this title to each of the stockholders.
(3) At the meeting a vote of the stockholders shall be taken on a resolution to revoke the voluntary dissolution. If a majority of the stock of the corporation which was outstanding and entitled to vote upon a dissolution at the time of its dissolution shall be voted for the resolution, a certificate of revocation of dissolution shall be executed, and acknowledged in accordance with § 3503 of this title, which shall state:
(A) The name of the corporation;
(B) the names and respective addresses of its officers;
(C) the names and respective addresses of its directors, and
(D) that a majority of the stock of the corporation which was outstanding and entitled to vote upon the matter at the time of the dissolution have voted in favor of a resolution to revoke the dissolution; or, if it be the fact, that, in lieu of a meeting and vote of stockholders, the stockholders have given their written consent to the revocation in accordance with § 3657 of this title.
(c) Upon the filing with the Department of State of the certificate of revocation of a voluntary dissolution, whether by vote of the stockholders or their written consent as provided in § 3657 of this title, the Department of State, upon being satisfied that the requirements of this section have been complied with, shall issue a certificate stating that that the voluntary dissolution previously effected by the corporation has been revoked, and the certificate so issued shall be filed and registered in the Department of State and henceforth, the revocation of the dissolution shall become effective and the corporation may resume its business.
(d) Upon the issuance of the certificate to which subsection (c) of this section refers, the provisions of § 3641(d) of this title shall govern, and the period of time the corporation was in dissolution shall be included within the calculation of the thirty (30)-day and thirteen (13)-month periods provided in said § 3641(d) of this title. An election of directors, however, may be held at the special meeting of stockholders to which subsection (b) of this section refers, and in that event, said meeting of stockholders shall be deemed an annual meeting of stockholders for purposes of § 3641(d) of this title.
(e) If after the dissolution became effective any other corporation organized under the laws of the Commonwealth shall have adopted the same name as the corporation, or shall have adopted a name so nearly similar thereto as to not distinguish it from the corporation, or any foreign corporation has been authorized to do business in Puerto Rico under the same name or a name so nearly similar thereto as to not distinguish it from the corporation, then, in such case, the corporation shall not be reinstated under the same name which it bore when its dissolution became effective, but shall adopt and be reinstated under some other name. In such case the certificate to be filed under this section shall set forth the name borne by the corporation at the time its dissolution became effective and the new name under which the corporation is to be reinstated.
(f) Nothing in this section shall be construed to affect the authority or power of the Court of First Instance (Superior Part) in any proceeding in connection with this subtitle.
History —Dec. 16, 2009, No. 164, § 11.01.