P.R. Laws tit. 14, § 3584
Every corporation may determine, by resolution of the board of directors, that only a part of the proceeds of the sale of the corporate capital stock which it may from time to time issue shall constitute the capital of the corporation. In case any of the shares issued have par value, the part of the price in this manner determined to constitute capital shall exceed the aggregate par value of the shares with par value which are issued at that price, except when all shares issued have par value, in which case only the part of the price in this manner determined to constitute capital is required to be equal to the aggregate par value of such shares. In each of these cases, the board of directors shall specify in terms of dollars the part of the price which shall constitute capital.
If the board of directors has not determined which part of the price of an issue of stock shall constitute capital:
(1) At the time shares are issued for cash, or
(2) within the sixty (60) days following the issue of shares for assets other than cash, the corporate capital with respect to such shares shall be an amount equal to the aggregate par value of the shares with par value, plus the amount received by the corporation as the proceeds of the issue of shares without par value. The amount of the price which is determined in this manner to constitute capital with respect to any shares without par value shall be the stated capital of such shares.
The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount which in this manner has been constituted as capital be transferred to the capital account. The board of directors may direct that this portion of the net assets so transferred shall be treated as capital regarding any shares of the corporation of any designated class or classes. The excess, if any, of the net assets of the corporation over the amount as determined in the foregoing manner to be capital, shall constitute surplus. Net assets shall be the excess of total assets over total liabilities of the corporation. Capital and surplus shall not be deemed as liabilities for these purposes.
History —Dec. 16, 2009, No. 164, § 5.04.