P.R. Laws tit. 7, § 37

2019-02-20 00:00:00+00
§ 37. Register of shares; stock certificates

The shares of every bank shall be recorded in a registry of shares which shall be kept at a place designated through a resolution of the Board of Directors and in which all its successor transfers shall also be recorded.

The registry of bank shares may be maintained in the form of punch cards, magnetic tape, photographs, microfiches, computer files or any other means of storing information, provided the records thus kept may be converted into a clearly legible form within a reasonable period of time. Any bank shall convert any file thus kept at the request of any person entitled to examine them; pursuant to the provisions established in Act No. 144 of August 10, 1995, known as the “Corporations Law of 1995”.

Bank shares shall be represented by certificates. Provided, however, That according to the provisions of the certificate of incorporation or the bank statutes, the Board of Directors of the bank may determine by resolution that some or all shares, of any or all classes or series, shall be uncertified shares. Said resolution shall not apply to those shares represented by certificates until the certificate is delivered to the bank. The adoption of said resolution by the Board of Directors notwithstanding, any holder of shares represented by certificates and, by petition, any holder of uncertified shares, shall be entitled to possess a certificate signed by, or on behalf of the bank, by the president or vice-president or the treasurer or subtreasurer or the secretary or undersecretary of such a bank that represents the number of shares registered as certificates. Each and every signature on the certificate may be a facsimile. Should any official, transfer agent or registrar whose signature or facsimile signature appears on the certificate ceases in his/her functions as such before said certificate is issued, the bank may issue said certificate with the same validity as if said official, transfer agent or registrar were still in office as of the date of said issue.

History —May 12, 1933, No. 55, p. 322, § 10; Aug. 28, 1997, No. 108, § 11.