P.R. Laws tit. 7, § 1368j
The following procedure shall be observed in every action to dissolve a cooperative:
(a) Liquidating trustee. — When the Corporation orders an ensured cooperative to be dissolved, it shall act as liquidating trustee through officials of the Corporation itself, or through a contracted third party. In every case, the official or agent representing the Corporation shall be a person of integrity and unimpeachable moral repute who has the managerial, financial accounting and business knowledge that qualify him/her to perform the liquidation process that shall maximize the yield of the liquidation procedure. Any designation of an agent in representation of the Corporation for the liquidation shall be evaluated by the Board of Directors of the Corporation.
(b) Notice of dissolution. — The Corporation shall notify the dissolution of the cooperative, through the publication of a notice in at least one (1) widely-circulated daily newspaper.
(c) Assets of the cooperative. — The liquidating trustee shall convert the assets of the cooperative being liquidated, into cash and shall initiate the claims that rightfully proceed; shall pay its debts pursuant to the procedure established in subsection (e) of this section, and shall distribute the remainder of said assets, if any, in the corresponding manner. It shall also notify its known creditors of the fact of the dissolution of the cooperative at the moment the notice of its dissolution is published.
(d) Claims and action to declare void. — Any partner or person who has a claim against a cooperative that is engaged in the process of liquidation, must file it before the liquidating trustee within ninety (90) days following the date of publication of the notice of dissolution. Likewise, any person who has the intention of filing a lawsuit with the purpose of impeding or annulling the procedure to liquidate a cooperative, shall file the corresponding suit before the Court of First Instance of his/her place of residence, within thirty (30) days following the date of publication of the notice of dissolution. The petitioner shall notify the Corporation of said action, with a copy of the petition for annulment.
(e) Order to execute the liquidation and distribution of assets. — In every case of dissolution of a cooperative, its assets shall be liquidated, and distributed among the following categories of payment, or creditors, in the following order of priority as indicated below, and after the term fixed in this chapter for the filing of all claims:
(1) Expenses incurred in the liquidation procedure;
(2) insured shares and deposits;
(3) repayment to the Corporation for amounts it may have paid to insured members and depositors, and
(4) obligations and deposits of members, depositors and uninsured creditors.
When, after totally paying a preceding category, the remaining funds are not sufficient to totally pay the creditors of the next category, the available amount shall be distributed pro rata among the creditors of the category to be paid. The payment of ensured accounts must be made as soon as possible.
(f) Right of subrogation. — Once the liquidation of an insured cooperative has been decreed, the Corporation shall subrogate the rights that the members, depositors or the cooperative itself may have against said cooperative, for the sum it has paid to them, or the rights that the members, depositors or the cooperative proper, may have against the members of the board of directors or the executive officials for any violations of their fiduciary duties or for their negligent or culpable acts that have generated losses to the cooperative or to the Corporation.
The Corporation shall withhold from the amount that must be paid to the members and depositors of the cooperative, the amounts needed to answer for the payment of any obligation that is not subject to compensation, that the member or depositor may have with the cooperative.
The Corporation, in its capacity as liquidator of the ensured cooperative, shall deposit to the accounts of the Corporation the amount of the assets converted into cash that it is entitled to receive for the fact of having subrogated itself in the claims of the members and depositors of the cooperative. After all the assets are converted into cash, and the payments described in subsection (e) of this section are made, any remainder shall be distributed among all the members.
(g) Liquidation term and final report. — The liquidating trustee shall conclude the entire dissolution procedure within the term stipulated with the Corporation. As soon as the liquidating trustee concludes his/her duties and responsibilities, he/she shall render a final report, which shall be attested before a notary public, and the original and two (2) copies of the report shall be delivered to the Corporation.
(h) Unclaimed shares. — In those cases that the persons entitled to receive a share of the liquidation cannot be located, or when they have not claimed their right, the Corporation shall withhold the corresponding amounts, establishing the necessary reserves for a period that shall not exceed five (5) years, counting from the date of the notice of liquidation provided in subsection (b) of this section, or ninety (90) days counting from the delivery of the final report of the liquidating trustee, whichever occurs first.
(i) Certificate of dissolution. — As soon as the Corporation approves the final report of the liquidating trustee, it shall notify the Secretary of State of Puerto Rico, who shall proceed to register it and issue the certificate of dissolution of the cooperative. The Corporation shall, in turn, cancel the permit for the cooperative to function as such.
The Corporation shall be the custodian of the books and documents of the cooperative and the documents it deems pertinent, for a period of not less than three (3) years, as of the date of cancellation of the certificate of registration.
History —Oct. 28, 2002, No. 255, § 8.11.