Except as provided in § 3934 of this title, no shareholder of a corporation, organized under this chapter, may sell or transfer such shareholder’s shares in the corporation, except to the corporation, or to another individual who is eligible to be a shareholder of such corporation. Provided, That the sale or transfer may be made only after the same shall have been approved, by at least a majority of the stock outstanding and entitled to vote on this matter in particular, as provided in the certificate of incorporation or the bylaws of the corporation. The meeting for the consideration of the sale or transfer of stock may be a meeting of stockholders called for such purposes, or an annual meeting where notice of said additional purpose is given with ten (10) days notice. At such meeting of stockholders, the stock of the stockholder proposing the sale or transfer of his/her stock shall not be voted or counted. The certificate of incorporation may specifically provide additional restrictions on the sale or transfer of stock and may require the redemption or payment of said stock by the corporation at certain prices and in a specific manner, or authorize the board of directors of the ions on the sale or transfer of stock and may require the redemption or payment of said stock by the corporation at certain prices and in a specific manner, or authorize the board of directors of the corporation or its stockholders to adopt bylaws limiting the sale or transfer of stock and providing for the purchase or redemption of stock by the corporation. Provided, however, That the aforementioned provisions of the certificate of incorporation on the sale or redemption by the corporation of its stock may not be invoked in a manner which impairs the capital of the corporation.\nHistory —Dec. 16, 2009, No. 164, § 18.10.
Puerto Rico Legal Code