P.R. Laws tit. 14, § 3704
If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the certificate of incorporation or have been elected, a majority of the directors, may surrender all of the corporation’s rights and franchises by filing in the office of the Department of State a certificate, executed and acknowledged by a majority of the incorporators or directors. The certificate shall state:
(1) That no shares have been issued or that the business or activity for which the corporation was organized has not been begun;
(2) that no part of the corporate capital has been paid, or, if some capital has been paid, that the amount actually paid in for the corporation’s shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto;
(3) that all issued stock certificates, if any, have been surrendered and cancelled, and
(4) that all rights and franchises of the corporation are surrendered.
Upon such certificate becoming effective in accordance with § 3503 of this title, the corporation shall be dissolved.
History —Dec. 16, 2009, No. 164, § 9.04.