P.R. Laws tit. 14, § 3703
(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.