Esta ley enmienda la Ley General de Corporaciones de 1995 para establecer que las deudas contributivas y de otro tipo que las corporaciones tengan con los municipios no se extinguirán con la disolución o extinción de la entidad corporativa. Además, requiere que, para obtener un certificado de disolución, la corporación demuestre estar al día en el pago de impuestos y tarifas tanto al Estado Libre Asociado como a los municipios donde opera.
(Approved February 20, 2004)
To amend Section 9.07 of Act No. 144 of August 10, 1995, as amended, known as the "General Corporations Law of 1995", to provide that tax debts or debts of any other type owed by any corporation to the municipalities shall not be written off by the dissolution or extinction of the body corporate of said entity, and the certificate of dissolution shall be presented along with such documents that accredit that the corporation does not owe taxes or fees of any type to the Commonwealth of Puerto Rico or to the municipalities in which said corporation operates.
Section 9.05 of Act No. 144 of August 10, 1995, as amended, known as the "General Corporations Law of 1995", establishes a procedure through which the shareholders of a corporation organized under the laws of the Commonwealth of Puerto Rico, may approve a Resolution adopted by the Board of Directors, to dissolve said corporation.
After the approval of said Resolution, a certificate of dissolution that meets all the requirements established by the State Department Act, shall be authenticated and filed.
From the moment said certificate of dissolution becomes effective, the corporation shall be dissolved and the dissolution shall be notified by mail to each known creditor of the corporation, before or after filing the certificate of dissolution.
Section 9.07 of the said Act provides that the issuing of a certificate of
dissolution shall not, under any circumstances, extinguish the taxes, penalties or fees owed to the Commonwealth or which the Commonwealth may impose on the corporation.
On the other hand, Section 2.002 of Act No. 81 of August 30, 1991, as amended, known as the "Autonomous Municipalities Act". empowers the municipalities to impose certain taxes, rates, tariffs, etc.
The "General Corporations Law of 1995," does not mention the tax debts owed to the municipalities by the corporations in the above cited Section, thus the proposed amendment to the Law would correct this situation.
At present, the only requirement that the Corporate Section of the Department of State, requires to issue a certificate of dissolution is that the reports that must be rendered annually, be up to date. The amendment to Section 9.07 would establish as a requirement that along with the certificate of dissolution, documents that accredit that the taxes due to the Government of the Commonwealth and to the municipality in which the corporation operates are up to date.
Section 1.- Section 9.07 of Act No. 144 of August 10, 1995, as amended, is hereby amended to read as follows: "Section 9.07.- Payment of Taxes Prior to Dissolution The issuing of a certificate of dissolution, or the automatic extension of the corporate entity, shall under any circumstances extinguish the taxes, duties or fees owed to the Commonwealth, or to each municipality in which said entities operate.
A certificate of dissolution shall not be issued, nor shall the corporate entity be automatically extinguished under any circumstances, until the corporation shows it is up to date in the payment of taxes, penalties or fees owed to the Commonwealth, or to each municipality in which said entities operate.
Along with the certificate of dissolution, those documents accrediting that the
corporation does not owe taxes or fees to the Commonwealth of Puerto Rico, the Municipal Revenues Collection Center, or to the municipalities in which the corporation operates, on property taxes, municipal licenses or municipal excise taxes, as the case may be."
Section 2.- This Act shall take effect immediately after its approval.
I hereby certify to the Secretary of State that the following Act No. 65 (H.B. 3141) of the $7^{ ext {th }}$ Session of the $14^{ ext {th }}$ Legislature of Puerto Rico:
AN ACT to amend Section 9.07 of Act No. 144 of August 10, 1995, as amended, known as the "General Corporations Law of 1995", to provide that tax debts or debts of any other type owed by any corporation to the municipalities shall not be written off by the dissolution or extinction of the body corporate of said entity, and the certificate of dissolution shall be presented along with such documents that accredit that the corporation does not owe taxes or fees of any type to the Commonwealth of Puerto Rico or to the municipalities in which said corporation operates, has been translated from Spanish to English and that the English version is correct.
In San Juan, Puerto Rico, today $24^{ ext {th }}$ of June of 2005.
Luis E. Fusté-Lacourt Director
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