P.R. Laws tit. 7, § 203
Banks organized under §§ 1 et seq. of this title shall be dissolved because of the expiration of the term fixed for their duration, or for having lost one hundred percent (100%) of their capital accounts, or by resolution of the holders of two thirds (2 / 3) of the stock entitled to vote on said matter, adopted at a meeting especially called for that purpose, as herein provided.
Whenever it is agreed to liquidate a bank, it shall be the duty of the Board of Directors to order that the fact be certified by its president, manager, agent or cashier, to the Commissioner, and cause the daily publication of a notice for a period of two (2) months in a newspaper of general circulation in Puerto Rico, as well as in a newspaper published in the municipality in which the bank is established, should there be such a newspaper, to the effect that the bank is liquidating its business and notifying its creditors or that they may present their claims to the bank for payment thereof.
During the period of liquidation of a bank, its management shall cease to make new contracts and obligations, unless authorized to do so by the Commissioner, and its powers shall be limited, as liquidator, to collect debts, pay off obligations as they mature, and perform its pending operations.
Within thirty (30) days after the beginning of the period of liquidation of a bank, the management thereof shall take an inventory of the assets and liabilities and prepare a balance sheet of the latter, a copy of which shall be mailed to the Commissioner and to each stockholder, and shall submit the same to a general meeting of stockholders for their examination.
Before taking office, the liquidators shall post such bond as may be determined by the Commissioner, and the stockholders shall fix the compensation to be paid to the liquidators for their services.
The liquidators shall prepare a monthly balance sheet of the status of the liquidation and the last of said balance sheets shall be published every six months in a newspaper of general circulation in Puerto Rico.
The liquidators shall be accountable to the stockholders for any damages suffered by the bank through fraud or negligence in the discharge of their duties.
As soon as the status of the liquidation allows the declaration of one or more partial dividends of ten percent (10%) of the capital of the bank, the liquidators shall make the corresponding apportionment and delivery thereof to the stockholders; Provided, That the final dividend may be less than ten percent (10%).
The stockholders shall be entitled to demand whatever information that may be of interest to them from the liquidators concerning the liquidation and the pending operations; but they shall not demand a distribution of the capital of the bank until all obligations thereof have been paid off or the amount of said obligations has been set aside in a manner satisfactory to the Commissioner, if the payment cannot be made in cash.
During the liquidation period of a bank, the provisions of the bylaws shall continue to be observed, regarding the calling of to regular and special general meetings of stockholders for the purpose of reporting the progress of the liquidation and agree as to what may deemed best for the interest of all concerned.
The books and papers of the banks under liquidation shall remain under the custody of the liquidators until the full liquidation and settlement of all those which any person under any title, has shown an interest in after which they shall definitely be filed as provided by the Commissioner; Provided, That such books and papers can be destroyed under the supervision of the Commissioner and in the manner he/she may prescribe, after a term often (10) years from the date on which the liquidation and final distribution of the assets of the bank were completed; and further, Provided, That this section shall not apply to foreign banks.
The provisions of Act No. 144 of August 10, 1995, known as the “General Corporations Act of 1995”, shall be applicable, provided they are not in contravention with the present section, to the voluntary liquidation of the banks organized under to §§ 1 et seq. of this title.
History —May 12, 1933, No. 55, p. 322, § 37; May 12, 1936, No. 74, p. 374, § 12; May 15, 1938, No. 199, p. 387, § 8; May 15, 1950, No. 430, p. 1086, § 15; Aug. 28, 1997, No. 108, § 42.