P.R. Laws tit. 14, § 3505
(a) Once the certificate of incorporation has been executed and filed as provided in subsection (d) of § 3503 of this title and the fees required by law have been tendered, the person or persons who have thus associated and their successors and assignees shall constitute, as of the filing date, or if it was set forth in the certificate of incorporation, as of a subsequent date which shall not exceed ninety (90) days, a corporate entity with the name set forth in the certificate, subject to dissolution as provided in this subtitle.
(b) The issue of the certificate of incorporation by the Secretary of State shall constitute conclusive evidence that all the conditions required by this subtitle for incorporation have been satisfied, except in procedures initiated by the Commonwealth to cancel or revoke the certificate of incorporation or to dissolve the corporation.
(c) All persons acting as a corporation without having the authority to do so shall be severally liable of all the debts and obligations incurred or assumed as a result of such action.
History —Dec. 16, 2009, No. 164, § 1.05.