P.R. Laws tit. 14, § 3705
(a) If it should be deemed advisable in the judgment of the board of directors that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be mailed to each stockholder entitled to vote thereon.
(b) At the stockholders meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be executed, acknowledged and filed at the offices of the Department of State pursuant to § 3503 of this title. Such certificate of dissolution shall set forth:
(1) The name of the corporation;
(2) the date dissolution was authorized;
(3) that the dissolution has been authorized in accordance with this section, and
(4) the names and addresses of the directors and officers of the corporation.
Upon a certificate of dissolution becoming effective in accordance with the provisions of § 3503 of this title, the corporation shall be dissolved.
(c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing. In such case, a certificate of dissolution stating that the dissolution was authorized by the stockholders as provided in this subsection shall be filed at the offices of the Department of State as provided in subsection (b) of this section. Upon a certificate of dissolution becoming effective in accordance with § 3503 of this title, the corporation shall be dissolved.
(d) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to § 3706 of this title, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members.
(e) The corporation shall cause notice of the dissolution by mail to each known creditor of the corporation, whether before or at the time of filing of the certificate of dissolution.
History —Dec. 16, 2009, No. 164, § 9.05.