P.R. Laws tit. 14, § 3525
No act of a corporation and no transfer of personal or real property made by or in favor of a corporation shall be invalid if the corporation lacks the capacity or power to execute such act or to make or receive such transfer, but such lack of capacity or power may be invoked:
(a) In a proceeding initiated by a stockholder to enjoin any action or the transfer of personal or real property by or to the corporation. If the unauthorized acts which the stockholder seeks to enjoin are being or shall be performed pursuant to a contract to which the corporation is a party, the court may, if all of the parties to the contract are also parties to the proceeding, and if the court determines that it would be fair and reasonable, order the rescission of the contract and permit to the corporation or to the other parties to the contract, as the case may be, the compensation which is fair for the damages sustained by such persons resulting from the rescission of the contract by the court; being understood that the anticipated profits to be earned under the contract shall not be awarded by the court as part of the damages sustained.
(b) In a proceeding by the corporation, acting by itself or through a receiver or other legal representative, or through the stockholders in a suit against an officer or director or a former officer or director, for the losses or damages as a result of his/her unauthorized act.
(c) In a proceeding by the Commonwealth of Puerto Rico to dissolve the corporation or to enjoin the transaction by the corporation of any unauthorized business.
History —Dec. 16, 2009, No. 164, § 2.05.