2023 Laws of Puerto Rico › TITLE SEVEN - Banking (§§ 1 — 3116) › PART I - Banks (§§ 1 — 278) › Chapter 3 - Incorporation and Organization (§§ 31 — 39) › § 33 - Amendment of articles of incorporation

Any bank organized under §§ 1 et seq. may amend its certificate of incorporation by changing its name, increasing or decreasing its authorized capital, changing the number and the par value of its common stock, reclassifying its preferred stock by changing its number, par value, denominations, relative preferences or rights, of participation, optional or other special stock rights; or change the conditions, limitations or restrictions of such rights, or convert par value preferred stock into non-par value preferred stock, or non-par value preferred stock into par value preferred stock, whether by increasing or decreasing, or without increasing or decreasing the number of shares; but always within the minimum limit allowed by law; changing the site of its main office; extending the term of its existence as a body corporate, limited in the certificate of incorporation, and making any other amendments, changes and modifications that may be required; Provided, That the certification of the amendments, changes or modifications shall only contain those clauses that may be properly and legally inserted under the provisions of §§ 1 et seq. of this title.
The aforesaid amendments, modifications or alterations shall be adopted with the favorable vote of the stockholders that represent not less than the majority of the number of the bank’s outstanding shares entitled to vote on the matter at hand or a proportion greater than that provided in the certificate of incorporation of the bank pursuant to the provisions of Act No. 144 of August 10, 1995, known as the “General Corporations Act of 1995”. Said amendments shall be adopted at a general meeting of stockholders duly convened by the Board of Directors, either on their own initiative or by petition of the stockholders who represent twenty percent (20%) of the capital stock entitled to vote on the matter at hand. A certificate shall be issued in duplicate, of the resolution adopted, signed by the president or other duly authorized bank official, under the corporate seal, and it shall be sworn before a notary public; said certificate, in duplicate, together with the written consent, given in person or by proxy of the stockholders representing the applicable majority of the total number of outstanding shares entitled to vote, shall be remitted to the Commissioner and upon his/her acceptance of said amendments, he/she shall submit them to the Secretary of State for final approval.
The board of directors of any bank organized under §§ 1 et seq. of this title may transfer its branches from one place to another through a resolution duly adopted at a regular or special session of said board of directors; but the transfer of the main office shall not be made until the approval of the Commissioner has been obtained for the intended transfer and, in the case of the branches, a copy of said resolution, duly signed by the president and the secretary, under the corporate seal, and upon payment of the fees required by law, has been filed with the Office of the Commissioner; Provided, That in the case of the transfer of branches, the same shall be deemed as authorized should no objection be forthcoming from the Commissioner within thirty (30) days after the branch transfer notice has been filed. Further, Provided, That no change of name shall be valid until approved by the Commissioner; and further, Provided, That no reduction of the capital in any class of shares of any bank shall be made until the amount of the proposed reduction is reported to and approved by the Commissioner.
All debts, obligations, rights, privileges and powers of the bank under its former name shall be deemed as transferred to the bank and acquired by the bank under its new name; but nothing contained in the preceding paragraph of this section shall be construed to release a bank under its former name or in its former domicile from any liability or to affect any action or proceeding in law in which said bank is or could be an interested party.
History —May 12, 1933, No. 55, p. 322, § 6; June 9, 1954, No. 53, p. 294; Sept. 7, 1961, No. 12, p. 353, § 1; Aug. 28, 1997, No. 108, § 6.