(a) A close corporation is a corporation organized under this subtitle whose certificate of incorporation contains the provisions required by § 3502 of this title and, in addition, provides that:\n(1) All of the corporation’s issued stock of all classes, exclusive of treasury shares, shall be represented by certificates and only a specified number of persons, not exceeding seventy-five (75) shall be the holders of the record thereof; and\n(2) all of the issued stock of all classes shall be subject to one (1) or more of the restrictions on transfer permitted by § 3622 of this title, and\n(3) the corporation shall make no offering of any of its stock of any class which would constitute a 'public offering' within the meaning of the United States Securities Act of 1933 (15 USC § 77), as amended.\n(b) The certificate of incorporation of a close corporation may set forth the qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of record of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class or both.\n(c) For purposes of determining the number of holders of record of d of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class or both.\n(c) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in common tenancy or by persons married to one another or by the conjugal partnership constituted among them shall be deemed held by a single stockholder.\nHistory —Dec. 16, 2009, No. 164, § 14.03.
Puerto Rico Legal Code