2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 225 - Corporate Capital Stock and Dividends (§§ 3581 — 3602) › § 3581 - Classes and series of corporate capital stock; dividends

(a) Every corporation may issue one (1) or more classes of corporate capital stock or one (1) or more series of any of the classes of stock. All of the classes or any of them may be stock with or without par value and with the full or restricted right to vote, or without the right to vote, and with such denominations, preferences, and relative rights of participation, option or other special rights as are stated in the certificate of incorporation, in any amendment thereto or in the resolution or resolutions providing for the issue of such stock and adopted by the board of directors pursuant to the powers expressly conferred thereon by the provisions of the certificate of incorporation of the corporation.
Any circumstance or detail related to the right to vote, to the designations, preferences, limitations or restrictions of any class of stock or any series of stock may be made dependent upon facts ascertainable aside from the certificate of incorporation or any of the amendments thereto, or aside from the resolution or resolutions providing for the issue of stock approved by the board of directors pursuant to the power expressly conferred thereon by the certificate of incorporation; provided that the manner in which such facts are to affect such right to vote and the designations, preferences, rights and qualifications, limitations or restrictions upon such class or series of classes of stock are clearly and expressly set forth in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock and which is adopted by the board of directors. The term “fact”, as used in this subsection, includes but is not limited to the occurrence of any event, including but not limited to the determination or action of any person or entity, including the corporation itself. The power to increase, decrease or otherwise adjust the shares of capital stock of the corporation, as provided in this subtitle, shall extend to all or any of such classes of stock.
(b) The stock of any class or series may be redeemable by the corporation, at the latter’s option or at the option of the holders of such stock or by the occurrence of a certain event; provided that at the time of such redemption the corporation has outstanding shares of at least one (1) class or series of stock with full voting powers and not subject to redemption.
Any stock which is redeemable pursuant to this section may be redeemed for cash, properties or rights, including securities of the same or another corporation, at such term or terms, price or prices, rate or rates and with such adjustments as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock and adopted by the board of directors pursuant to the provisions of this subtitle.
(c) The holders of preferred or special stock of any class or series shall be entitled to dividends at the rate and on the conditions and terms which shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock and adopted by the board of directors pursuant to the provisions of this subtitle. Such dividends shall be paid with preference over or in relation to the dividends payable on any other class or classes of stock, and shall be cumulative or noncumulative as shall be so stated. When dividends have been paid on preferred or special shares, if any, in accordance with the preferences to which they are entitled, or when such dividends have been declared and set aside for payment, then dividends may be paid on the remaining classes or series of stock from the remaining assets of the corporation which are available for the payment of dividends, pursuant to the provisions of § 3595 of this title.
(d) The holders of the preferred or special stock of any class or series shall have, upon the dissolution of the corporation, or upon any distribution of its assets, the rights stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock and approved by the board of directors pursuant to the above provisions of this subtitle.
(e) Any stock of any class or series within such class may be exchanged for or converted into, at the option of the holder or the corporation, or upon the occurrence of a specified event, shares of any other class or classes or any other series thereof or for another class or classes of corporate capital stock, at such prices or rates of exchange and with the adjustments stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock and adopted by the board of directors.
(f) If a corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative rights of participation, of option or other special rights of each class or series, as well as the conditions, limitations and restrictions of such preferences or rights shall be stated in full or summarized on the face or the back of the stock certificate or certificates which the corporation shall issue to represent such classes or series of stock. Unless otherwise provided in § 3522 of this title, in lieu of the aforementioned requirements, the face or back of the certificates which the corporation shall issue to represent such class or series of stock may contain a statement that the corporation shall furnish without charge to each stockholder who so requests a list of such rights, designations, preferences and relative rights of participation, of option or other special rights of each class of such stock and the conditions, limitations and restrictions of such preferences or rights. After the elapse of a reasonable period of time from the issuance or transfer of uncertificated stock, the corporation shall send to the registered holder thereof a written notice containing the information which this section or § 3587 of this title, subsection (a) of § 3622 of this title or subsection (a) of § 3648 of this title, require to be stated on the certificates, or as provided in this section, a statement to the effect that the corporation shall furnish without cost to each stockholder who so requests, a list of such powers, denominations, preferences and relative rights of participation, option or any other special rights of each class or series of stock, and the conditions, limitations and restrictions of such preferences or rights. Except as otherwise provided by this subtitle, the rights and obligations of the holders of uncertificated stock shall be identical to the rights and obligations of the holders of certificates representing stock of the same class and series.
(g) When a corporation wants to issue any shares of stock of any class or series of any class whose voting powers, denominations, preferences and relative rights of participation, option or other special rights, if any, or its conditions, limitations and restrictions, if any, have not been set forth in the certificate of incorporation or in its amendments, but shall be provided in a resolution or resolutions adopted by the board of directors pursuant to the authority expressly conferred upon it by the provisions of the certificate of incorporation or any amendment thereto, a certificate in which a copy of such resolution or resolutions shall be set forth and the number of shares of each class or series of stock shall be executed, acknowledged, filed, and recorded and shall be effective as provided in § 3505 of this title. Unless otherwise provided in any resolution or resolutions with respect thereto, the number of shares of any of the classes or series of stock set forth in this manner in such resolution or resolutions may be increased or decreased, but never to a number less than the number of shares then outstanding, by a certificate likewise executed, acknowledged, filed, and recorded, and which shall state that a specified increase or decrease of such number of shares had been authorized and ordered by resolution or resolutions adopted in the same manner by the board of directors.
In the event that the number of shares shall be decreased, the number of shares so specified in the certificate of incorporation shall reassume the condition and status which it had prior to the approval of the first resolution or resolutions. When none of the shares of such classes or series are outstanding, whether because they were not issued or because none of the shares of such issued classes or series remain outstanding, a certificate may be executed, acknowledged, filed and recorded pursuant to § 3503 of this title setting forth the resolution or resolutions adopted by the board of directors stating that none of the authorized shares of such classes or series remain outstanding and that none of these will be issued subject to the certificate of designation previously filed with respect to such class or series. When such certificate becomes effective, it shall have the effect of eliminating from the certificate of incorporation all reference to that class or series of stock. When any certificate filed pursuant to this section becomes effective, it shall have the effect of amending the certificate of incorporation.
History —Dec. 16, 2009, No. 164, § 5.01.