2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 1 - Regulation of Business Generally (§§ 1 — 998q) › Chapter 37 - Uniform Securities Act (§§ 851 — 898) › Subchapter III - Registration of Securities (§§ 871 — 877) › § 875 - Provisions applicable to registration generally

(a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer.
(b) Any person who files a registration statement by coordination or notice shall pay a registration fee equal to [one-fifth] ⅕ of one percent (⅕ of 1%) of the maximum tender price at which the registered securities are to be offered in Puerto Rico, but the fee to be paid shall in no case be less than three hundred and fifty dollars ($350) up to a maximum of one thousand and five hundred dollars ($1,500). When a registration fee is by qualification, the person shall pay a registration fee equal to [one-fifth] ⅕ of one percent (⅕ of 1%), but in no case less than one thousand dollars ($1,000) up to a maximum of two thousand and five hundred dollars ($2,500). In the case of registration by qualification, the Commissioner may reduce the established amounts through regulations, and charge [one-tenth] 1/10 of one percent (1/10 of 1%), but in no case less than four hundred dollars ($400) in the case of enterprises engaged in activities of great public interest, which during each taxable year derive at least seventy percent (70%) of its gross income from Puerto Rican sources and at least seventy percent (70%) of such income comes from the development of one of the following activities:
(1) A business engaged in substantial renovations of buildings or structures;
(2) a manufacturing business which generates substantial jobs, it being understood that the criteria to be used shall be the unemployment rate and personal income with regard to the work force available in the municipality where the activity is to be undertaken;
(3) a tourism business;
(4) an agricultural business;
(5) a business for the export of products and services to foreign countries, or
(6) an enterprise engaged in the investment of high risk projects or businesses, which operates as a Capital Investment Fund under §§ 1241 et seq. of Title 7, known as the “Capital Investment Funds Act of Puerto Rico”.
When a registration statement is withdrawn before the effective date, or when in accordance to § 876 of this title a stop order is issued prior to said date, the Commissioner shall retain the minimum amount fixed by this subsection.
(c) Every registration statement shall specify:
(1) The amount of securities to be offered in Puerto Rico;
(2) the states in which a registration statement or similar document in connection with the offering has been or is to be filed, and
(3) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the Securities and Exchange Commission.
(d) Any document filed under this chapter or a predecessor act (within five (5) years preceding the filing of a registration statement) may be incorporated by reference in the registration statement to the extent that the document is currently accurate.
(e) The Commissioner may, through regulation or otherwise, permit the omission of any item of information or document from any registration statement.
(f) In the case of a non-issuer distribution, information may not be required under § 874 of this title or subsection (j) of this section unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense.
(g) The Commissioner may, through regulation or order, require as a condition of registration by qualification or coordination (1) that any securities issued within the past three (3) years or to be issued by a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and (2) that the proceeds from the sale of the registered securities in Puerto Rico be impounded until the issuer receives a specified amount from the sale of the securities either in Puerto Rico or elsewhere. The Commissioner may, through regulation or order, determine the conditions of a deposit in escrow or impounded required hereunder, but he/she may not reject a depositary solely because of location outside of Puerto Rico.
(h) The Commissioner may, through rule or order, require as a condition for registration that any securities registered by qualification or coordination be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the Commissioner or preserved for any period of up to three (3) years specified in the regulation or order.
(i) Any registration statement shall be effective for one (1) year from its effective date, or for any longer period during which the securities are being offered or distributed in a non-exempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him/her as a participant in the distribution, except during the time a stop order is in effect under § 876 of this title. All outstanding securities of the same class as registered securities are considered to be registered for the purposes of any non-issuer transaction (1) as long as the registration statement remains effective and (2) between the thirtieth (30th) day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under § 876 of this title (if the registration statement did not relate in whole or in part to a non-issuer distribution) and one (1) year from the effective date of the registration statement. A registration statement may not be withdrawn for one (1) year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only at the discretion of the Commissioner.
(j) So long as a registration statement is effective, the Commissioner may, through regulation or order, require that the person who filed the registration statement file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.
(k) A registration statement relating to securities issued by a face-amount certificate company or redeemable securities issued by an open-end management investment company or unit investment trust, as those terms are defined in §§ 661—683 of this title, known as the Investment Companies Act of Puerto Rico, may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the Commissioner so orders. Any person filing such an amendment shall pay a filing fee, calculated in the manner specified in subsection (b) of this section, with respect to the additional securities proposed to be offered.
History —June 18, 1963, No. 60, p. 128, § 305; July 1, 1986, No. 60, p. 209, § 2; Aug. 28, 1991, No. 77, § 3; Aug. 11, 1996, No. 114, § 12.