2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 232 - Suits Against Corporations, Directors, Officers or Stockholders (§§ 3781 — 3790) › § 3783 - Attachment of shares of stock or any option, right, or interest therein; procedure; sale, title upon sale, proceeds of sale

(a) The shares of any person in any corporation with all the rights thereto belonging, or any person’s option to acquire the shares, or such person’s right or interest in the shares, may be attached under this section for debt, or other demands, if such person appears on the books of the corporation to hold or own such stock or option, right or interest. By order of the court having entered the writ of attachment or prohibition to alienate, and after such notice as required by the attachment or prohibition proceedings contained in the Rules of Civil Procedure of the Commonwealth, an amount sufficient of such stock or option, right or interest therein may be sold at public auction to the highest bidder. Except as to an uncertificated security as defined in § 1702 of Title 19, no writ of attachment or prohibition to alienate shall be deemed to be laid or imposed, and no order of sale shall be issued unless the requirements set forth in § 1712 of Title 19 are satisfied. No order of sale shall be issued until after final judgment shall have been rendered in any case. If the debtor is not a resident of the Commonwealth or cannot be served, a copy of the order shall be sent by certified mail, return receipt requested, to such debtor’s last known address and the same shall be published in a newspaper of general circulation in the Commonwealth at least two (2) times within a period of two (2) consecutive weeks and the last publication shall be at least ten (10) days before the sale.
If the shares of stock or any of them or the option to acquire shares or any such right or interest in shares, or any part of them, be so sold, any assignment, or transfer thereof, by the debtor, after attachment, shall be void.
(b) When a writ of attachment or prohibition to alienate issues for shares of stock, or any option to acquire such or any right or interest in such, a certified copy of the process shall be left in the Commonwealth with any officer or director, or with the registered agent of the corporation. In the case of corporations with uncertificated stock, the corporation shall make an annotation in its stock ledger of the existence of the attachment or prohibition to alienate. Within twenty (20) days after service of process, the corporation shall deliver to the plaintiff a certificate stating the number of capital shares of the corporation of which the debtor is the holder or owner, with the number or any other mark distinguishing the same. In case the debtor appears on the books of the corporation as the holder of an option to acquire shares or any right or interest in any shares of the corporation, within twenty (20) days after service of process a certificate shall be delivered to the plaintiff stating the option, right or interest in the shares of the corporation as such option, right or interest appears on the books of the corporation, notwithstanding any provision to the contrary in the certificate of incorporation or in the bylaws of the corporation. Service upon a corporate registered agent may be made in the manner provided in § 3781 of this title.
(c) If, after sale made and confirmed, a certified copy of the order of sale and return and the stock certificate, if any, be left with any officer or director or with the registered agent of the corporation, the purchaser shall be thereby entitled to the shares or any option to acquire shares or any right or interest in shares so purchased, and all income, or dividends which may have been declared, or become payable thereon since the attachment laid. Such sale, returned and confirmed, shall transfer the shares or the option to acquire shares or any right or interest in shares sold to the purchaser, as fully as if the debtor, or defendant, had transferred the same to such purchaser according to the certificate of incorporation or bylaws of the corporation, anything in the certificate of incorporation or bylaws to the contrary notwithstanding. The court which issued the levy or prohibition to alienate and confirmed the sale shall have the power to make an order compelling the corporation, the shares of which were sold, to issue new certificates or uncertificated shares to the purchaser at the sale and to cancel the registration of the shares attached on the books of the corporation upon the giving of a bond by such purchaser adequate to protect such corporation.
(d) The money arising from the sale of the stock or of the option or right or interest shall be applied to the debt, and the public official receiving the same shall pay in accordance with the provisions of the Rules of Civil Procedure of the Commonwealth with respect to the sale of personal property in cases of attachment.
History —Dec. 16, 2009, No. 164, § 12.03.