Ley 186 del 2001
Resumen
Esta ley enmienda la Ley Núm. 50 de 4 de agosto de 1994, conocida como la "Ley General de Asociaciones Cooperativas", para agilizar el proceso de incorporación de cooperativas. Elimina el requisito de un estudio de viabilidad económica y centraliza el proceso de incorporación en la Administración de Fomento Cooperativo. También establece plazos para la revisión de documentos y permite a los incorporadores presentar los documentos directamente al Departamento de Estado si la Administración no responde a tiempo.
Contenido
(No. 186)
(Approved December 28, 2001)
AN ACT
To amend the Statement of Motives and Sections 3.7 and 4.2; repeal Section 4.5; amend Sections 5.0, 5.1, 5.2, 5.3, 5.5, 6.2, and 6.3 of Act No. 50 of August 4, 1994, as amended, known as the "General Cooperative Associations Act," in order to expedite the incorporation process of the cooperatives; eliminate the requirement of an economic viability study and concentrate the entire process related to the incorporation of cooperatives to the Cooperative Development Administration.
STATEMENT OF MOTIVES
The Cooperative movement has a great potential to contribute to the creation of new enterprises, to increase the production of goods and services, and to generate jobs in our country. The closing of work centers has provoked a crisis in many municipalities. Cooperatives may contribute not only in the creation of jobs in the manufacturing and service field, but also in the creation of new cooperative housing. The Government should contribute by expediting, strengthening and supporting cooperative initiatives.
Executive Order No. 21 of May 10, 2001 issued by the Governor of Puerto Rico, establishes as a public policy that all government entities shall expedite the development of cooperativism, and also recognizes that the potential for development of cooperativism and its contribution to the Puerto Rican economy is held back by an inflexible regulating frame. The same
directs government agencies to support the Puerto Rican Cooperative Movement and for the process of obtaining permits, licenses, and applications to access infrastructure be evaluated and simplified in order to expedite the development of the Cooperative Movement.
Act No. 50 of August 4, 1994, as amended, known as the "General Cooperative Savings Act" imposes on those cooperatives in formation the prior requirement of conducting a study of economic viability so that these groups may become cooperatives. Said study should show the viability or capacity for success of the enterprise they intend to establish. Groups in formation state that this requirement in the law delays the process for their formation and constitution as a cooperative. They understand that it is a highly bureaucratic and costly practice which makes the process inflexible and limiting to achieve the creation of a cooperative.
Act No. 89 of June 21, 1966, as amended, establishes that the Cooperative Development Administration shall be the administrative body in charge of the promotion and norms of cooperative development of the Commonwealth of Puerto Rico. The Office of the Inspector of Cooperatives is the entity in charge of incorporating and regulating the initial processes for the organization of a cooperative entity. In order to expedite the processes for incorporation of cooperatives we propose to establish those functions in the Cooperative Development Administration pursuant to the public policy consigned in the cooperative legislation in effect and the Executive Order, supra, signed by the Governor. Provided, that Act No. 89, supra, guarantees the supervising function to ensure the adequate operations of these enterprises to the Office of the Inspector.
These amendments intend to expedite the process to promote the cooperative model as an option for the economic and social development of the Island in an agile and viable manner.
BE IT ENACTED BY THE LEGISLATURE OF PUERTO RICO:
Section 1.- Section 3.7 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 3.7.- Cooperatives in Formation Cooperatives in formation are those that having initiated the procedure through the presentation of the constituting documents, are not yet registered in the Department of State.
The information period shall not be greater than one year, counting from the date of filing of the corporate clauses and its regulations with the Cooperative Development Administration. During that period, which may be extended should there be just cause to do so, it shall include as part of its name, the words "in formation," and they shall be empowered to execute acts before third parties, but the incorporators shall be personally and solidarity liable for said acts before third parties."
Section 2.- Section 4.2 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 4.2.- Corporate Requirements Any group that intends to be organized as a cooperative shall file the necessary documents for its incorporation before the Cooperative Development Administration. These documents are its articles and the bylaws."
Section 3.- Section 4.5 of Act No. 50 of August 4, 1994, as amended, is hereby repealed.
Section 4.- Section 5.0 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 5.0.- Filing of Corporate Documents To initiate the procedure to incorporate, the original and two (2) copies of the corporate clauses and the regulations, and an internal revenue voucher in the amount provided in this Act, shall be presented, before the Cooperative Development Administration, for its registration in the Department of State.
Section 5.- Section 5.1 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 5.1- Examination of Corporate Documents The Cooperative Development Administration shall examine the corporate documents, and if they meet all the requirements of this Act, and none of its provisions contravene the laws of Puerto Rico, it shall submit them to the Secretary of State within the prescriptive term of forty-five (45) working days from the date said documents are filed in the Cooperative Development Administration."
Section 6.- Section 5.2 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 5.2.- Legal Objections The Cooperative Development Administration may refuse to submit the clauses for their registration when the group that is interested in organizing the cooperative does not meet the requirements established by law, provided it notifies the interested parties, of the deficiencies found, and states the reasons for its refusal, within the term established."
Section 7.- Section 5.3 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows:
"Section 5.3.- No Response In the event that the Cooperative Development Administration has not performed its function within the term indicated, the incorporators may submit the documents directly to the Department of State, which after its acknowledging its due compliance with the law, shall file the documents and shall issue the corresponding certificate of incorporation."
Section 8.- Section 5.5 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 5.5.- Initiation of Activities The cooperative may begin its operations officially when the Department of State has registered its corporate clauses. The Cooperative Development Administration shall remit the certificate of registration and two copies of the clauses and of the by-laws to every duly-constituted cooperative and to the Inspector."
Section 9.- Section 6.2 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 6.2.- Approval of the Cooperative Development Administration
The original and two copies of the amendments to the corporate clauses or to the by-laws, certified by the Secretary of the cooperative, shall be sent to the Cooperative Development Administration. Said amendments shall take effect once they are approved by the Cooperative Development Administration, which shall have a prescriptive term of forty-five (45) days from the date the documents are filed at its Office, to notify the cooperative concerned of the approval or denial thereof, pursuant to the provisions of this Act, as well as the reasons for their denial, should that be the case. A
copy of the approved amendments and the decision of Cooperative Development Administration shall be sent to the Inspector."
Section 10.- Section 6.3 of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Section 6.3.- No Response In the event that the Cooperative Development Administration has not fulfilled its duty within the indicated term, the interested parties may submit the documents directly to the Department of State, for the Secretary to verify that the documents meet the legal requirements and consequently issue the corresponding certificate."
Section 11.- The fourth paragraph of the Statement of Motives of Act No. 50 of August 4, 1994, as amended, is hereby amended to read as follows: "Statement of Motives
At present, any group that is interested in forming a cooperative is required to have a feasibility study which takes from three to six months. The interested party must also submit its corporate clauses and by-laws to be evaluated by the Office of the Inspector. This Act eliminates the requirement to submit the feasibility study, it establishes that the essential documents to form a cooperative shall be corporate clauses and by-laws, and that they shall be evaluated by the Cooperative Development Administration, freeing the Office of the Inspector of Cooperatives from the task of incorporating and regulating the initial processes of the organization of a cooperative entity. It also provides that the Cooperative Development Administration shall have a maximum term of 45 days to resolve in favor of or against a petition for incorporation and the interested groups can begin
their operations under the title of "Cooperatives in Formation." The Cooperative Development Administration shall remit a copy of all pertinent documents for the incorporation of the cooperatives and of the amendments submitted to it, to the Office of the Inspector of Cooperatives for it to perform its supervisory function. . ."
Section 12.- This Act shall take effect immediately after its approval.
CERTIFICATION
I hereby certify to the Secretary of State that the following Act No. 186 (H.B. 1672) of the $2^{ ext {nd }}$ Session of the $14^{ ext {th }}$ Legislature of Puerto Rico:
AN ACT to amend the Statement of Motives and Sections 3.7 and 4.2; repeal Section 4.5; amend Sections 5.0, 5.1, 5.2, 5.3, 5.5, 6.2, and 6.3 of Act No. 50 of August 4, 1994, as amended, known as the "General Cooperative Associations Act," in order to expedite the incorporation process of the cooperatives; eliminate the requirement of an economic viability study and concentrate the entire process related to the incorporation of cooperatives to the Cooperative Development Administration, has been translated from Spanish to English and that the English version is correct.
In San Juan, Puerto Rico, today $11^{ ext {th }}$ of February of 2005.
Luis Fusté-Lacourt Director