P.R. Laws tit. 7, 3053i
(a) No sale, acquisition, assignment, transfer, exchange, or any other type of conveyance or acquisition of voting capital stock issued by any corporation, or of interest in a partnership engaged in mortgage lending in Puerto Rico under this chapter shall be conducted which results in the control or change in control of said corporation or partnership. Neither shall there be a sale, assignment, exchange, or any type of transfer of any individual business, whether in whole or in part, provided that the owner, president, or other authorized executive officer of said entity or individual business has acknowledged the same, notified the Commissioner of the details of the proposed operation, and obtained the latter’s approval.
For purposes of this section, the term “control” means the power to direct or have a decisive influence, either directly or indirectly, in the administration or the determination of the norms of the corporation or partnership engaged in mortgage lending. A change in the ownership of voting shares that results in the direct or indirect ownership by a stockholder or affiliated stockholders of less than ten percent (10%) of the outstanding voting stock, or the direct or indirect interest in a partnership engaged in the mortgage lending business of less than ten percent (10%) shall not be considered as a change in control.
If there were any doubts as to whether such operation resulted in the control or change of control of a corporation or partnership, the pertinent information shall be submitted to the Commissioner, who shall determine if the proposed transaction constitutes a change in control.
(b) Any sale, assignment, merger, trade, exchange, or any other transfer of voting capital stock, interest, or participation in the capital of a licensee that entails a change in control shall be null without the previous written authorization of the Commissioner.
In cases of change in control, the licensee shall request the Commissioner’s approval of any transaction proposal thirty (30) days in advance and it shall be the duty of the owner, president, or other authorized official of the licensee to submit a report, which may be in the form of a letter and shall contain:
(1) The name and address of the transferor and the buyer;
(2) the nature of the transaction;
(3) the resolution of the Board of Directors or the agreement of the partners approving the proposed transaction and change of control;
(4) the purchase-sale agreement or other juridical business that indicates the total voting stocks issued; the number of stocks involved in the transaction; the total number of voting stocks held by the owner and the buyer or assignee, or the proportion of the partnership’s capital owned by the seller or assignor, buyer or assignee; the number of outstanding voting stock issued by the corporation or the partnership’s capital on the date the proposed operation if submitted; the name of the buyer, buyers, or acquirers of the rights over the stocks involved in the transaction; and the total sales price;
(5) the reasons for the transaction;
(6) a statement of personal history, résumé, a 2x2 photograph, and the financial statements of every person that acquires ten percent (10%) or more of the voting stock or interest in said partnership who, indeed, has the power to directly or indirectly lead the institution or partnership, and an official identification with a photo and signature; and
(7) the investigation fees in the amount of one thousand two hundred fifty dollars ($1,250).
As soon as the Commissioner receives notice of a proposed operation that will result in the control or change of control of a corporation or partnership engaged in mortgage lending, it shall be the duty of the Commissioner to conduct any investigations he/she deems necessary regarding:
(1) The reputation, experience, and financial responsibility of the buyer or assignee;
(2) if such reputation, experience, and financial responsibility justifies the belief that the business shall be administered in a sound, legal, and fair manner within the purposes of this chapter; and
(3) if the proposed change shall be convenient and beneficial for the community within which the business shall operate and if it shall not affect the public interest.
(c) The Commissioner may require such additional information as he/she may deem necessary to determine if the transaction would be detrimental to the financial security and solvency of the licensee or if it would violate any applicable law, rule, or regulations, in which case the Commissioner may deny the authorization; any person to whom an authorization is denied shall be entitled to request a hearing pursuant to the provisions of §§ 2001 et seq. of this title, and §§ 2101 et seq. of Title 3, known as the “Uniform Administrative Procedures Act”.
The Commissioner shall issue the appropriate authorization within sixty (60) days after the date of receipt of all the documents pertaining to the transfer of control of the corporation or partnership engaged in the mortgage lending business, if the result of such investigations were satisfactory.
History —Dec. 30, 2010, No. 247, § 3.10, eff. 120 days after Dec. 30, 2010.