reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 227 - Meetings, Elections, Voting and Notice (§§ 3641 — 3662) › § 3662 - Notice to stockholders sharing an address

(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation.
(b) Any stockholder who fails to object in writing to the corporation, within sixty (60) days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection (a) of this section, shall be deemed to have consented to receiving such single written notice.
(c) This section shall apply to any corporation organized under this chapter that is not authorized to issue capital stock, and when so applied, all references to stockholders shall be deemed to refer to members of such a corporation.
(d) This section shall not apply to §§ 3590, 3761, 3762 and 3763 of this title.
History —Dec. 16, 2009, No. 164, § 7.22.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 228 - Certificate of Incorporation (§§ 3681 — 3685) › § 3681 - Amendment to the certificate of incorporation before receipt of payment for stock

(a) Before a corporation has received any payment for any of its stock, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful insert in an original certificate of incorporation filed at the time of adoption of the amendment.
(b) The amendment of a certificate of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors or members of any body or governing body were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and are holding office, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with this section shall be executed, acknowledged, filed and recorded in accordance with § 3503 of this title. Upon such filing, the corporation’s certificate of incorporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation became effective, except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from its filing date.
History —Dec. 16, 2009, No. 164, § 8.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 228 - Certificate of Incorporation (§§ 3681 — 3685) › § 3683 - Retirement of stock

(a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.
(b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. If the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged, and filed in accordance with § 3503 of this title. When such certificate becomes effective, it shall have the effect of amending the certificate of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the certificate of incorporation all reference to such class or series of stock.
(c) If the capital of the corporation shall be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to § 3684 of this title.
History —Dec. 16, 2009, No. 164, § 8.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 228 - Certificate of Incorporation (§§ 3681 — 3685) › § 3684 - Reduction of capital

(a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways:
(1) By reducing or eliminating the capital represented by shares of capital stock which have been retired;
(2) by applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock;
(3) by applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both. Such application shall be made insofar as such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange, or
(4) by transferring to surplus
(A) Some or all of the capital not represented by any particular class of its capital stock;
(B) some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares, or
(C) some of the capital represented by issued shares of its capital stock without par value.
(b) Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any stockholder whose shares have not been fully paid.
History —Dec. 16, 2009, No. 164, § 8.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3701 - Sale, lease or exchange of assets; consideration; procedure

(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property (including shares of stock in, and other securities of, any other corporation or corporations) as its board of directors or governing body deems convenient and for the best interests of the corporation. The sale, lease or exchange may be conducted when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon or, if the corporation is a nonstock corporation, by a majority of the members having the right to vote for the election of the members of the governing body. The meeting of the stockholders of a nonstock corporation shall be duly called upon at least twenty (20) days’ notice. The notice of the meeting shall state that such a resolution will be considered.
(b) Notwithstanding authorization or consent to a proposed sale, lease or exchange by the stockholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the stockholders or members, subject to the rights, if any, of third parties under any contract relating thereto.
(c) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, “subsidiary” means any entity wholly-owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and/or statutory trusts. Notwithstanding subsection (a) of this section, except to the extent the certificate of incorporation otherwise provides, no resolution by stockholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary.
History —Dec. 16, 2009, No. 164, § 9.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3702 - Mortgage or pledge of assets

The authorization or consent of stockholders to the mortgage or pledge of any and all of the property and assets of a corporation shall not be necessary, except to the extent that the certificate of incorporation otherwise provides.
History —Dec. 16, 2009, No. 164, § 9.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3703 - Dissolution of joint venture corporation having two (2) stockholders

(a) If the stockholders of a corporation duly organized pursuant to the laws of the Commonwealth of Puerto Rico, having only two (2) stockholders each of which own fifty percent (50%) of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of First Instance (Superior Part) a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. The petition and certificate shall be executed and acknowledged in accordance § 3503 of this title.
(b) Unless both stockholders file with the Court of First Instance (Superior Part) a certificate concurrently executed and acknowledged stating that they have agreed on such plan, or a modification thereof within three (3) months of the date of the filing of such petition, and a certificate similarly executed and acknowledged within one (1) year from the date of the filing of such petition, stating that the distribution provided by such plan had been completed, the Court of First Instance (Superior Part) may dissolve such corporation and may by appointment of one (1) or more trustees or receivers with all the powers and title of a trustee or receiver appointed under § 3709 of this title, administer and wind up its affairs. Either or both of the above periods may be extended by agreement of the stockholders, evidenced by a certificate executed, acknowledged, and filed with the Court of First Instance (Superior Part) prior to the expiration of such period.
History —Dec. 16, 2009, No. 164, § 9.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3704 - Dissolution before issuance of shares or beginning of business; procedure

If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the certificate of incorporation or have been elected, a majority of the directors, may surrender all of the corporation’s rights and franchises by filing in the office of the Department of State a certificate, executed and acknowledged by a majority of the incorporators or directors. The certificate shall state:
(1) That no shares have been issued or that the business or activity for which the corporation was organized has not been begun;
(2) that no part of the corporate capital has been paid, or, if some capital has been paid, that the amount actually paid in for the corporation’s shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto;
(3) that all issued stock certificates, if any, have been surrendered and cancelled, and
(4) that all rights and franchises of the corporation are surrendered.
Upon such certificate becoming effective in accordance with § 3503 of this title, the corporation shall be dissolved.
History —Dec. 16, 2009, No. 164, § 9.04.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3705 - Dissolution procedure

(a) If it should be deemed advisable in the judgment of the board of directors that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be mailed to each stockholder entitled to vote thereon.
(b) At the stockholders meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be executed, acknowledged and filed at the offices of the Department of State pursuant to § 3503 of this title. Such certificate of dissolution shall set forth:
(1) The name of the corporation;
(2) the date dissolution was authorized;
(3) that the dissolution has been authorized in accordance with this section, and
(4) the names and addresses of the directors and officers of the corporation.
Upon a certificate of dissolution becoming effective in accordance with the provisions of § 3503 of this title, the corporation shall be dissolved.
(c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing. In such case, a certificate of dissolution stating that the dissolution was authorized by the stockholders as provided in this subsection shall be filed at the offices of the Department of State as provided in subsection (b) of this section. Upon a certificate of dissolution becoming effective in accordance with § 3503 of this title, the corporation shall be dissolved.
(d) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to § 3706 of this title, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members.
(e) The corporation shall cause notice of the dissolution by mail to each known creditor of the corporation, whether before or at the time of filing of the certificate of dissolution.
History —Dec. 16, 2009, No. 164, § 9.05.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3706 - Dissolution of nonstock corporation; procedure

(a) Whenever it shall be desired to dissolve any corporation having no capital stock, the governing body shall perform all the acts necessary for dissolution which are required by § 3705 of this title to be performed by the board of directors of a corporation having capital stock. If the members of a corporation having no capital stock are entitled to vote for the election of members of its governing body, they shall perform all the acts necessary for dissolution which are required by § 3705 of this titleto be performed by the stockholders of a corporation having capital stock. If there are no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a corporation having no capital stock shall conform as nearly as may be to the proceedings prescribed by § 3705 of this title for the dissolution of corporations having capital stock.
(b) If a corporation having no capital stock has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the office of the Department of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by § 3704 of this title.
History —Dec. 16, 2009, No. 164, § 9.06.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3707 - Payment of taxes before dissolution or merger

Under no circumstances, the issuance of a certificate of dissolution or the automatic extension of the corporate existence shall extinguish the taxes, penalties or fees due to the Commonwealth of Puerto Rico, or each municipality in which such entities operate.
History —Dec. 16, 2009, No. 164, § 9.07.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3708 - Limited continuation of corporation after dissolution

All corporations, whether they expire by their own limitation or are otherwise dissolved, shall continue for a three (3)-year term from such expiration or dissolution or for such longer period as the Court of First Instance (Superior Part) shall in its discretion direct for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them to settle and close their business, to discharge their liabilities and to distribute to their stockholders any remaining assets; however, not for the purpose of continuing the business for which the corporation was organized.
With respect to any action, suit or proceeding begun by or against the corporation either prior to or within three (3) years after the date of its expiration or dissolution, the corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the three (3)-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the Court of First Instance (Superior Part).
History —Dec. 16, 2009, No. 164, § 9.08.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3709 - Trustees or receivers for dissolved corporations; appointment; powers; duties

When any corporation organized under this subtitle shall be dissolved in any manner whatever, the Court of First Instance (Superior Part), on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint one (1) or more of the directors of the corporation to be trustees, or appoint one (1) or more persons to be receivers, of and for the corporation, to take charge of the corporation’s property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the Court of First Instance (Superior Part) shall deem necessary for the purposes aforesaid.
History —Dec. 16, 2009, No. 164, § 9.09.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3710 - Trustee or receivers duties; payments and distributions to creditors or stockholders

The trustees or receivers of the dissolved corporation, after paying all charges, expenses and costs, and satisfying, within the scope of their legal priority, all special and general liens weighing on the funds of the corporation, shall pay all other corporate debts pending payment if the funds in custody are sufficient to pay. If the funds are not sufficient, these shall be distributed pro rata among all of the creditors who confirm the credit in the manner ordered or decreed by the court. If after payment of the debts any surplus remains, the trustees or receivers shall distribute it and make the appropriate payments among those justly entitled thereto because they were stockholders of the corporation or the legal representatives thereof.
History —Dec. 16, 2009, No. 164, § 9.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3711 - Effect on pending suits

If, for any reason, a corporation is dissolved prior to an entry of judgment in any pending or inchoate suit filed against the corporation in any court of the Commonwealth, the litigation shall not become moot by virtue of such dissolution. However, once the dissolution of the corporation and the names of the trustees or receivers are stated on the file of the case, the suit against the corporation shall continue against them until entry of final and binding judgment, with prior notice to such trustees or receivers. If this method is not practical, such notice shall be made to the attorney representing them in the suit.
History —Dec. 16, 2009, No. 164, § 9.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3712 - Liability of stockholders of dissolved corporations

(a) A stockholder of a dissolved corporation the assets of which were distributed among stockholders shall not be liable for any claim against the corporation in an amount in excess of such stockholder’s pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
(b) A stockholder of a dissolved corporation the assets of which were distributed among stockholders shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in § 3708 of this title.
(c) The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution.
History —Dec. 16, 2009, No. 164, § 9.12.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3713 - Revocation or forfeiture of certificate of incorporation

(a) The Court of First Instance (Superior Part) shall have power to revoke or forfeit the certificate of incorporation of any corporation organized in accordance with the laws of the Commonwealth for abuse, misuse or nonuse of the state powers, privileges or franchises. The Secretary of Justice, on his/her own initiative or at the request of a party, shall act for this purpose by filing the appropriate complaint in the Court of First Instance (Superior Part).
(b) The Court of First Instance (Superior Part) shall have the power to appoint receivers or take other measures to administer and liquidate the affairs of any corporation whose certificate of incorporation is revoked or forfeited by any court pursuant to the provisions of this subtitle, or otherwise. In addition, it shall have the power to enter such orders and decrees with respect thereto which are fair and equitable respecting the affairs and assets and the rights of the stockholders and creditors thereof.
(c) No proceedings shall be instituted in accordance with this section for nonuse of the powers, privileges or franchises of the corporation during the first two (2) years following the incorporation of the corporation.
History —Dec. 16, 2009, No. 164, § 9.13.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3714 - Salaries; preferred credits

In the management, liquidation or distribution of the assets of any corporation upon dissolution thereof, whether voluntary or involuntary, or upon the revocation of the certificate of incorporation or upon cancellation of its corporate existence, once the costs and expenses necessary for the preservation of the assets shall have been paid, the salaries or commissions accrued by the employees or sales representatives of the corporation during the six (6) months before the dissolution, revocation or cessation of corporate existence shall have priority with respect to other unsecured creditors. The terms “employees” and “salesmen” shall not be construed to include any official of the corporation.
History —Dec. 16, 2009, No. 164, § 9.14.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 229 - Sale of Assets; Dissolution (§§ 3701 — 3715) › § 3715 - Dissolution or forfeiture of charter by decree of court; filing

Whenever any corporation is dissolved or its certificate of incorporation is forfeited by decree or judgment of a competent court, the Clerk of the Court entering the decree or judgment shall file it without delay at the office of the Department of State. The Secretary of State shall make a note on the certificate of incorporation and on the index thereof.
History —Dec. 16, 2009, No. 164, § 9.15.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3740 - Status, rights, liabilities of constituent and surviving or resulting corporations following merger or consolidation

(a) When any merger or consolidation shall have become effective under this subtitle, for all purposes of the laws of the Commonwealth the separate existence of all the constituent corporations, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease. The constituent corporations shall become a new corporation, or be merged into one of such corporations, as the case may be, possessing all the rights, privileges, powers, and franchises as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so merged or consolidated. All rights, privileges, powers, and franchises of each of said corporations, and all property, real and personal, and all debts due to any of said constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the corporation surviving or resulting from such merger or consolidation. All property, rights, privileges, powers, and franchises, and without exception, any and all other interest shall be thereafter as effectually the property of the surviving or resulting corporation as they were of the several and respective constituent corporations. The title to any real estate vested by deed or otherwise, under the laws of the Commonwealth, in any of such constituent corporations, shall not revert or be in any way impaired by reason of this section.
Likewise, all rights of creditors and all liens upon any property of any of said constituent corporations shall be preserved unimpaired. All debts, liabilities, and duties of the respective constituent corporations shall thenceforth attach to said corporation surviving or resulting from the merger or consolidation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
History —Dec. 16, 2009, No. 164, § 10.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3741 - Powers of the corporation surviving or resulting from merger or consolidation

When two (2) or more corporations are merged or consolidated, the corporation surviving or resulting from the merger or consolidation may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it shall be required to make, or obligations it shall be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise, rights, privileges, and real and personal property. The surviving or resulting corporation may issue certificates of its capital stock or uncertificated stock if authorized to do so and other securities to the stockholders of the constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement.
History —Dec. 16, 2009, No. 164, § 10.11.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 230 - Merger or Consolidation (§§ 3731 — 3746) › § 3742 - Effect of merger upon pending actions

Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.
History —Dec. 16, 2009, No. 164, § 10.12.
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) › § 3763 - Renewal of certificate of incorporation of religious, charitable, educational, etc. corporations

(a) Every religious corporation, and every purely charitable or educational corporation, and every corporation, which by its certificate of incorporation, had, by operation of law, for its object the assistance of sick, needy or disabled members, or the defraying of funeral expenses of deceased members, or to provide for the wants of the widows and families after death of its members, whose certificate of incorporation has become inoperative and void, by operation of § 3852 of this title for failure to file annual reports required, and for failure to pay annual taxes or penalties from which it would have been exempt if the reports had been filed, shall be deemed to have filed all the reports and be relieved of all the taxes and penalties, upon satisfactory proof submitted to the Secretary of State of its right to be classified under any of the classifications set forth in this subsection, and upon filing with the Secretary of State a certificate of renewal and revival in manner and form as required by § 3762 of this title.
(b) Upon the filing by the corporation of the proof of classification as required by subsection (a) of this section, the filing of the certificate of renewal and revival and payment of the annual fees due, the Secretary of State shall issue a certificate stating that the corporation’s certificate of incorporation or charter has been renewed and revived as of the date of the certificate. Upon filing of the certificate with the Department of State, the corporation shall be renewed and revived with the same force and effect as provided in § 3762(e) of this title for other corporations.
History —Dec. 16, 2009, No. 164, § 11.03.
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) › § 3764 - Legal status of corporation

Upon complying with the provisions of this chapter, any corporation desiring to renew, extend and continue its corporate existence shall, continue for the time stated in its certificate of renewal and shall, in addition to the rights, privileges and immunities conferred by its original certificate of incorporation, possess and enjoy all the benefits of this subtitle, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities imposed on such corporations by this subtitle.
History —Dec. 16, 2009, No. 164, § 11.04.
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) › § 3781 - Service of process on corporations

(a) Service of legal process upon any corporation of the Commonwealth shall be made by delivering a copy personally to any officer or director of the corporation in the Commonwealth, or the registered agent of the corporation in the Commonwealth, or by leaving it at the dwelling house or usual place of abode in the Commonwealth of any officer, director or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the corporation in the Commonwealth. If the registered agent be a corporation, service of process upon it as such agent may be made by serving, in the Commonwealth, a copy thereof on the president, vice-president, secretary, assistant secretary or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any officer, director or registered agent, or at the registered office or other place of business of the corporation in the Commonwealth, to be effective must be delivered thereat at least six (6) days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in such person’s return thereto. Process returnable forthwith must be delivered personally to the officer, director or registered agent.
(b) Whenever a corporation cannot be served by due diligence with process by delivery to any person authorized to receive it pursuant to the provisions of subsection (a) of this section, process may be served in the manner provided in the Rules of Civil Procedure of the Commonwealth.
History —Dec. 16, 2009, No. 164, § 12.01.
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) › § 3782 - Failure of corporation to obey order of court; appointment of receiver

Whenever any corporation shall refuse, fail or neglect to obey any order or decree of any competent court within the time fixed by the court for its observance, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the corporation. If the corporation be a foreign corporation, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the assets of the corporation within the Commonwealth.
History —Dec. 16, 2009, No. 164, § 12.02.
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) › § 3784 - Actions against officers, directors or stockholders to enforce liability of corporation, unsatisfied judgment against corporation

(a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this subtitle, to pay the debts of the corporation, or any part thereof, any person to whom they are liable may initiate an action against any one (1) or more of them. The complaint shall state the claim against the corporation, and the ground on which the plaintiff expects to charge the defendants personally.
(b) No suit shall be brought against any officer, director or stockholder for any debt of a corporation of which such person is an officer, director or stockholder, until judgment be obtained therefor against the corporation and execution thereon returned unsatisfied nor after three (3) years from the date of such judgment, and any officer, director or stockholder may raise any defense which the corporation could have raised against such debt or liabilities. This subsection shall not apply to suits brought against the officers or directors of a corporation which is in the process of dissolution for mismanagement in the performance of their duties in accordance with Chapter 229 of this subtitle.
History —Dec. 16, 2009, No. 164, § 12.04.
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) › § 3785 - Action by officer, director or stockholder against the corporation for corporate debt paid

When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this subtitle, such person may recover the amount so paid in an action against the corporation for money paid. In such action only the property of the corporation shall be liable to be taken, and not the property of any stockholder.
History —Dec. 16, 2009, No. 164, § 12.05.
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) › § 3786 - Derivative action

In any derivative suit instituted by a stockholder of a corporation organized under the laws of the Commonwealth, it shall be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law.
History —Dec. 16, 2009, No. 164, § 12.06.
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) › § 3787 - Effect of liability of corporation; impairment of certain transactions

The liability of a corporation organized under the laws of the Commonwealth, or the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the sale of its assets, or by the increase or decrease in the capital stock of the corporation, or by the merger or consolidation of two (2) or more corporations or by any change or amendment in its certificate of incorporation.
History —Dec. 16, 2009, No. 164, § 12.07.
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) › § 3788 - Defective organization ofcorporation as defense

(a) No corporation organized in accordance with this subtitle or organized pursuant to the laws of the Commonwealth shall be permitted to assert or maintain the want of legal organization as a defense in any litigation against the corporation. No person who is sued by the corporation shall be permitted to assert as a defense such want of legal existence.
(b) This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of a corporation, or its lawful possession of any corporate power it may assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such suit or proceeding.
History —Dec. 16, 2009, No. 164, § 12.08.
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) › § 3789 - Usury; pleading by corporation

Notwithstanding any limitation or penalty established by law, any corporation which takes money on loan may contract, incur liabilities and take money on loan, whether in the Commonwealth or in any other jurisdiction, at any interest rate which it deems acceptable. No debtor of this class, whether a domestic corporation or foreign corporation, may plead any statute against usury in any proceeding or legal action instituted for the purpose of enforcing payment or performance of any obligation arising out of a loan of such nature, whether or not the obligation is represented by a bond, promissory note, contract or any other signed document, assumed or secured by said debtor or any successor or assignee thereof. In that regard, the demand or receipt of interest at any rate so agreed shall not be condemned as a crime, nor may any proceeding to recover any sum of money paid in excess of the maximum legal interest rate or to make effective any other civil penalty be interposed because of usury.
History —Dec. 16, 2009, No. 164, § 12.09.
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) › § 3790 - Legal standing, nonprofit corporations

For the purpose of vindicating the interests of nonprofit corporations against wrongful actions of their directors or administrators, in addition to the legal standing set forth in § 3713 of this title to the Secretary of Justice, the members of such corporations shall also have legal standing to resort to the courts in derivative actions, pursuant to § 3786 of this title.
History —Dec. 16, 2009, No. 164, § 12.10.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3802 - Banking powers denied

(a) No foreign corporation shall, within the limits of the Commonwealth, by any implication or construction, be deemed to possess the power of discounting bills, notes or other evidence of debt, of receiving deposits, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt upon loan for circulation as money, anything in its charter or articles of incorporation to the contrary notwithstanding, without having comply with the specific requirements set forth under the laws of the Commonwealth that regulate such industry.
(b) All certificates issued by the Secretary of State under § 3801 of this title shall expressly set forth the limitations and restrictions contained in this section.
History —Dec. 16, 2009, No. 164, § 13.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3803 - Consequences for doing business without having complied with the requirements therefor

(a) Any foreign corporation required to comply with the provisions of §§ 3801 and 3807 of this title, that has been doing business in the Commonwealth without authorization, may not initiate any proceeding in any court of the Commonwealth, until such corporation has been authorized to do business in this jurisdiction and has paid to the Commonwealth any and all fees, penalties, and taxes, for the years or fraction thereof during which such corporation was doing business in this jurisdiction without authorization.
(b) The fact that a foreign corporation had failed to obtain an authorization to do business in the Commonwealth shall not impair the validity of any contract or action of the foreign corporation nor impede it from defending itself in any proceeding in the Commonwealth.
History —Dec. 16, 2009, No. 164, § 13.03.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3804 - Foreign corporations doing business without having qualified; injunctions

The Court of First Instance shall have jurisdiction to enjoin any foreign corporation, or any agent thereof, from transacting any business in this jurisdiction if such corporation has failed to comply with any section of this subchapter applicable to it or if such corporation has secured a certificate of the Secretary of State under § 3801 of this title on the basis of false or misleading representations. The Secretary of Justice, upon his/her own motion or upon the relation of proper parties, shall initiate an action in the Court of First Instance (Superior Part) corresponding to the location in which such corporation is doing business.
—Dec. 16, 2009, No. 164, § 13.04.
History