P.R. Laws tit. 14, § 3586
Subject to any provisions of the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of capital stock or other securities of the corporation, rights or options entitling the holders thereof to purchase from the corporation any shares of capital stock of any class or classes. Such rights or options shall be evidenced by the instrument or instruments as shall be approved by the board of directors.
The terms upon which such shares may be purchased upon the exercise of any of the rights or options, the term or terms of duration of such rights or options, limited or unlimited, and the price or prices of the shares, shall be those fixed and stated in the certificate of incorporation or in a resolution adopted by the board of directors authorizing the creation and issue of such rights or options and, in every case, stated or incorporated by reference thereto in the instrument or instruments evidencing such rights or options. In the absence of actual fraud in the transaction, the judgment of the directors regarding the price or consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.
The board of directors may authorize, through a resolution adopted by itself, one (1) or more officers of the corporation to perform any of the following:
(a) Decide on the officers or employees of the corporation or of any subsidiary who shall receive the rights or options created by the corporation, and
(b) determine on the number of rights or option to be received by these officers or employees; Provided, however, That the resolution authorizing the officers specifically establishes the total number of rights or options that these officers may grant, including the price to exercise the right or option. The board of directors may not authorize any officer to be self-designated as recipient of the rights or options.
In case the shares of the corporation issued in accordance with such rights or options are shares having par value, the price to be received in exchange therefor shall not be less than the par value thereof. In case the shares to be issued in this manner are shares without par value, the price thereof shall be determined as provided in § 3583 of this title.
History —Dec. 16, 2009, No. 164, § 5.06.