OPINION AND ORDER

I. INTRODUCTION

This is a consolidated multi-district litigation (“MDL”) relating to contamination — actual or threatened — of groundwater from various defendants’ use of the gasoline additive methyl tertiary butyl ether (“MTBE”) and/or tertiary butyl alcohol, a product formed by the breakdown of MTBE in water. In this case, the Commonwealth of Puerto Rico (“the Commonwealth”) alleges that defendants’ use and handling of MTBE has contaminated, or threatened to contaminate, groundwater within its jurisdiction. Familiarity with the underlying facts is presumed for the purposes of this Order.

Currently before the Court are four motions to dismiss brought by Total, S.A. (“Total Umbrella”),1 Total Outre-Mer, S.A. *480(“TOM”), Peerless Oil and Chemicals, Inc. (“Peerless”), and Trammo Petroleum, Inc. (“Trammo Parent”) and Trammo Caribbean, Inc. (“Trammo Operating”) (collectively, “Trammo Defendants”). Four defendants — Total Umbrella, TOM, and the Trammo Defendants — move to dismiss for lack of personal jurisdiction and failure to state a claim on various grounds. Peerless moves to dismiss for failure to state a claim on the ground that the Commonwealth’s claims are time-barred. For the reasons stated below all of these motions are GRANTED.

II. BACKGROUND

A. Facts Common to All Moving Defendants

On June 12, 2007, the Commonwealth filed its initial complaint against gasoline suppliers for supplying or trading in gasoline products containing MTBE.2 On October 31, 2007, the case was transferred to this Court as part of the MTBE MDL.3 On December 3, 2012, the Commonwealth filed its Third Amended Complaint (“TAC”) that included several additional defendants, naming Total Umbrella, TOM, Peerless, and the Trammo Defendants as new “Refiner/Supplier Defendants.” 4 The TAC alleges that “[these defendants], at all times relevant to this action, refined, marketed and/or otherwise supplied (directly or indirectly) gasoline and/or other products containing MTBE that each such Defendant knew or should have known would be delivered into Commonwealth.”5 Five counts of the TAC apply to these five defendants and allege violations of Puerto Rican law on the grounds of (1) strict products liability for defective design and failure to warn; (2) public nuisance; (3) trespass; (4) negligence; and (5) violation of Puerto Rico Public Policy Environmental Act, Water Pollution Control Act, and underground storage tank control regulations.6

B. Facts Regarding Total Umbrella 1. Undisputed Facts

Total Umbrella is a publicly held company organized under the laws of France as a société anonyme, similar to a U.S. corporation, with its corporate headquarters and principal place of business at 2, Place Jean Miller, La Défense 6, 92400 Courbevoie, France.7 Total Umbrella “has no offices in the United States or its territories and is not registered to do business in any United States jurisdiction.”8 Total Umbrella is the “parent company of the [Total] Group” and has over eight hundred subsidiary companies.9 Total Umbrella’s divisions range from “the upstream segment” — exploration, hydrocarbon production, gas, electricity, and other forms of energy — to “the downstream segment”— refining, petroleum product marketing and distribution, speciality products, and the trading and shipping of crude oil and products — to “the chemical segment” — base *481chemicals and polymers, intermediates and performance polymers and specialties.10

In 2004, TPPRC, a gasoline service station network incorporated and operating in Puerto Rico,11 was purchased by TOM, a company in the Total Group.12 TPPRC is wholly owned by Total Raffmage Marketing, S.A. (“Raffinage Marketing”) in which Total Umbrella has a seventy-four percent stake.13

2. Disputed Facts

a. Total Umbrella Is a Holding Company

The Commonwealth offers three documents in support of its allegation that Total Umbrella is not a holding company but rather an “integrated company.”14 First, a 2011 SEC filing states: “With operations in more than 130 countries, TOTAL has activities in every sector of the oil industry.” 15 The form also states: “[Total Umbrella] is the fifth largest publicly traded integrated international oil and gas company in the world.”16 Second, a press release from Paris attached to a 2004 SEC form announces that: “Total has finalized an agreement to acquire one hundred service stations on the island of Puerto Rico ... they will be branded by the Total colours by the end of 2005 ... This acquisition reinforce[s] Total’s development strategy in the Caribbean.”17 The press release goes on to say that “Total’s activities cover the whole energy chain of the petroleum industry ... [and] [t]he Group is a major player in chemicals.” 18 Third, pages from Total Umbrella’s website establish that it performs operations.19

Total Umbrella denies that it is anything except a holding company. Total Umbrella’s general counsel has testified that Total Umbrella is a holding company, not an operating company.20 Further, Total Umbrella’s SEC filings state that “when we refer to the parent holding company alone, we use the term [Total Umbrella] or the Company.”21

b. Total Umbrella Was Involved in the Puerto Rico MTBE Market

The Commonwealth alleges that Total Umbrella has sufficient contacts with Puerto Rico because it “participates in the Puerto Rico MTBE market.”22 In support of this contention, the Commonwealth *482offers multiple documents, mostly relating to one of Total Umbrella’s operating companies, TPPRC.

i. E-mails

In support of its jurisdictional contention, the Commonwealth points to several emails that mention or involve Total Umbrella. First, a Total Umbrella employee confirmed in an email that TPPRC is a subsidiary of the Total Group in response to a request by Peerless, a potential supplier to TPPRC, for confirmation that TPPRC is a subsidiary of the Total Group:

Further to our conversation, please note that the shares of the company GPR ... renamed (or to be renamed) [TPPRC] have recently been acquired by Total Outre Mer (a 100% subsidiary of the Total group) ... [TPPRC] is engaged in the wholesale and retail distribution of petroleum products in Puerto Rico. I understand that the company Peerless Oil & Chemicals, Inc. have [sic] been approached to be one of the suppliers of [TPPRC]. Peerless are [sic] seeking, on request of BNP Paribas in New York ... confirmation that [TPPRC] ... is a subsidiary of the Total Group.23

The email concludes:

For the avoidance of doubt, this e-mail may under no circumstances be construed as a commitment, liability, agreement, or guarantee on the part of Total SA (or any of its affiliates) in respect of any obligations of GPR/Total Petroleum Puerto Rico and neither Total SA nor any of its affiliates shall be obliged under this e-mail to make any payment in respect of any amounts that would become due by GPR/TPPR.24

Second, a contract between Peerless and TPPRC that references “Total” — -as well as the above email and others — “reveal that [Total Umbrella] had a direct role in the [2004] acquisition of [TPPRC] and actively directed TPPRC to change station signage as quickly as possible to the Total brand.”25 Third, an email in a negotiation between TPPRC and Peerless references “Total France.”26

ii. Financial Statements

The Commonwealth has produced financial statements that allegedly support its argument. First, a 2005 report from Total Umbrella’s annual shareholder meeting stated: “Total also acquired a service station network [TPPRC] in Puerto Rico that has about a six percent market share.”27 Total Umbrella contends that “Total” refers to the “Total Group” of companies, not [Total Umbrella].28 Second, TPPRC’s 2006-2007 financial statements show that “Total France” charged TPPRC for services.29 Third, an audit report for TPPRC shows that TPPRC was able to acquire certain Esso Standard Oil Company assets in Puerto Rico in 2008 “with the direct support of [Total Umbrella] and [TOM].”30 *483Fourth, the Commonwealth notes that a TPPRC report identifying officers and directors proves that “[t]he officers and board of directors of TPPRC were employees of [Total Umbrella] or its wholly owned subsidiaries.”31

iii. Total Umbrella and TPPRC

Total Umbrella denies that it has ever directly owned TPPRC.32 Rather, Total Umbrella claims that it is two corporate layers away from TPPRC,33 which is wholly owned by Raffinage Marketing.34 Total Umbrella was not a party to the 2004 transaction between TOM and TPPRC.35 Total Umbrella further asserts that it “does not control or direct any of the day-to-day activities of its subsidiaries,” including TPPRC, and there is no overlap in the officers or directors of TPPRC and Total Umbrella.36 Total Umbrella denies that is has ever shared any bank accounts or commingled any funds with the funds of TPPRC.37

c. Total Umbrella’s Other Contacts with Puerto Rico

In support of its motion, Total Umbrella maintains that it lacks sufficient contacts and presence in Puerto Rico for this Court to exercise personal jurisdiction over it.38 Total Umbrella denies that it has ever (1) owned any real or personal property in Puerto Rico; (2) solicited business, advertised or marketed any goods or services in Puerto Rico; (3) maintained offices or leased any real or personal property in Puerto Rico; (4) had officers, directors, employees, or agents acting on its behalf in Puerto Rico, including agents for service of process; (5) held bank accounts, phone numbers, facsimile numbers, or corporate records in Puerto Rico; or (6) initiated litigation in Puerto Rico courts.39 Total Umbrella denies that it has any involvement in the Puerto Rico MTBE market because “it is a holding company, not an operating company,” and Total Umbrella “does not manufacture, supply, or market any product containing MTBE.”40

C. Facts Regarding TOM

1. Undisputed Facts

Like Total Umbrella, TOM is a société anonyme and a distributor of petroleum based fuels, with its principal place of business at 21 Cours Michelet 92800 Puteaux Tour Total, France.41 “TOM is a separate corporate entity, with its own board of directors, officers and employees,” and it is a “wholly owned subsidiary of [Total Umbrella].” 42

TPPRC is a corporation created under the laws of Puerto Rico actively doing *484business there, and it was a wholly owned subsidiary of TOM from October 2004 to June 2012.43 TPPRC is not a department of TOM and does not act on behalf of TOM.44 “All of the gasoline that [TPPRC] sells to its retailers is independently purchased [by TPPRC].”45

2. Disputed Facts

a. TOM Was Actively Involved in the Puerto Rico Gasoline Market

On October 21, 2004, TOM acquired TPPRC’s stock through an agreement.46 The Commonwealth points to communications concerning the 2004 contract between TOM and Gasolinas de Puerto Rico (“GPR”), Caribe Gasoline Distributors (“Caribe”), and Sunshine Rentals Puerto Rico, Inc. (“Sunshine”) to show that TOM was “actively involved in the Puerto Rico gas market.”47 The Commonwealth contends that the 2004 purchase and sale agreement (“PSA”) shows that TOM purposely availed itself of the benefits and protection of the laws of Puerto Rico.48 The PSA cover page names “Total Outre Mer S.A. as purchaser” and “Maximo Alvarez and Sunshine Rentals Puerto Rico, Inc. as sellers.”49 The preamble of the PSA sets forth the details of the two-part transaction.50 The parties simultaneously executed a “Stock Purchase Agreement” (“SPA”) and an “Asset Purchase Agreement” (“APA”).51 Through the SPA, TOM acquired TPPRC shares from Alvarez;52 through the APA, TPPRC acquired real property and operating equipment from Sunshine.53 In order for TPPRC to acquire these assets, TOM issued a short-term advance to TPPRC and later converted the advance to an interest-bearing loan.54

The PSA specifically notes that, “[n]otwithstanding anything in this Agreement that could be construed to the contrary, [TOM] shall never take title to the Assets (as defined herein) to be conveyed to [TPPRC] by [Sunshine].”55 The effective date of the PSA, which was executed in New York, was October 21, 2004.56 The PSA also contains a provision specifying that the laws of Puerto Rico govern the agreement.57

TOM, in turn, claims that it “conducts no business in Puerto Rico ... and that TOM’s only alleged ‘contact’ with Puerto Rico is that [TOM] was involved in pre*485acquisition due diligence activities and was the parent of a local corporation [TPPRC].”58 TOM notes that in the execution of the PSA, the service stations never passed to TOM; rather, TPPRC acquired title to the service stations once TOM had acquired all the stock of TPPRC.59

b. TOM and TPPRC Share Employees

The Commonwealth claims that TOM and TPPRC share employees. Specifically, it asserts that four members — Christian Chammas, Alain Champeaux, Francois De Lingniville, and Pierre Fart — of TPPRC’s board of directors were also employees of TOM.60 In support of this contention, the Commonwealth cites two document attached to a 2004 TPPRC financial statement.61 The first document is a letter from April 27, 2005 that lists four members of TPPRC’s board of directors and their addresses.62 The address of Christian Chammas, the President of TPPRC, is listed as “Total Outre-Mer Paris, France.”63 The second document lists three members of TOM’s board of directors with their address as “Total OutreMer, 24 cours Michelet-La Defense 10, 92069 Paris La Defense Cedex, [France].”64

TOM notes that the Commonwealth has not provided “evidence to support its assertion that these individuals were TOM employees.”65 TOM argues that the two documents relied on by the Commonwealth list members of “two separate boards of directors and there were no common directors on the boards of TOM and TPPRC.”66

c. TOM’s Other Contacts

In support of its motion, TOM maintains that it lacks sufficient contacts and presence in Puerto Rico for this Court to exercise personal jurisdiction over it.67 TOM denies that it has ever (1) refined oil into gasoline in any U.S. jurisdiction; (2) operated refining facilities in Puerto Rico; (3) owned gasoline retail stations or underground storage tanks in Puerto Rico; (4) contracted regarding the sale of gasoline in Puerto Rico or the franchising of retailers that operate gasoline retail stations in Puerto Rico; (5) been licensed to do business or requested a license to do business in Puerto Rico; (6) maintained offices in the United States or its territories; (7) been registered to do business in any U.S. jurisdiction; (8) owned, leased, managed, or maintained any real property in Puerto Rico; (9) solicited business, advertised, or marketed any goods or services in Puerto Rico; (10) had bank accounts, phone numbers, fax numbers, or corporate records in Puerto Rico; (11) had officers or employees in Puerto Rico; (12) conducted business in Puerto Rico; or (13) litigated in Puerto Rico.68

*486D. Facts Regarding Peerless Oil and Chemical, Inc.

1. Undisputed Facts

On November 15, 2012, the Commonwealth notified Peerless of its intention to file an action against it for alleged damage caused by MTBE.69 On December 3, 2012, the Commonwealth filed the action.70

Peerless is a “Delaware corporation headquartered in Puerto Rico with a principal place of business at Road 127 KM 17.1, Punta Guayamlla, Penuelas, Puerto Rico 00624.”71 In 1996, Peerless received a permit from the Commonwealth of Puerto Rico/Office of the Governor and the Environmental Quality Board to operate a Hydrocarbon Processing, Bulk Storage Terminal, Tank Truck and Marine Vessel Loading Facility.72 In 2003, Peerless obtained a license from the Commonwealth of Puerto Rico to operate as a gasoline wholesaler.73 Peerless has been “openly engaged” in the business of supplying and storing gasoline in Puerto Rico since obtaining its license, and has “even sold fuel to the Commonwealth of Puerto Rico and its agencies.”74

E. Facts Regarding Trammo Operating and Trammo Parent

1. Undisputed Facts

a. Trammo Operating

The Trammo Defendants were added to this action five and a half years after it commenced.75 On April 1, 2002, Trammo Operating was incorporated in Delaware.76 Trammo Operating “was in the business of supplying petroleum-fuel products,”77 and on June 5, 2002, the Commonwealth authorized it to “buy, sell and store petroleum” products within Puerto Rico.78

Trammo Operating had a contractual relationship with Peerless in Puerto Rico for the storage and sale of gasoline. On January 31, 2005, that contract was assigned to Colonial Caribbean, Inc. (“Colonial”).79 On January 24, 2006, “Trammo Operating filed a withdrawal of its registration to do business in Puerto Rico, which was granted by the Department of State of Puerto Rico on February 3, 2006.”80 “On August 9, 2007, the board of directors of Trammo Operating decided to dissolve Trammo Operating. On August 13, 2007 a certificate of dissolution was filed, in accordance with Delaware law ... effecting a valid dissolution of Trammo Operating.”81 Upon dis*487solution, no assets were transferred to its parent company or any other entity, shareholder or person, and Trammo Operating had a negative net worth.82 In 2008, the Municipality of Pefiuelas in Puerto Rico dismissed an action against Caribbean for back taxes “because [the municipality] had found that Trammo Operating has ceased doing business in Puerto Rico and upon liquidation and dissolution the parent company received no assets of the corporation.” 83

b. Trammo Parent

On January 24, 2002, Trammo Parent was incorporated in Delaware.84 It was the parent corporation of Trammo Operating and did not direct any day-to-day operations at Trammo Operating.85 Trammo Parent “does not and did not conduct business or sell gasoline in Puerto Rico, either itself or through an intermediary, or have any agents in Puerto Rico. [Trammo Parent] has never been registered to do business in Puerto Rico.”86 Trammo Parent is no longer an active corporation and has a negative net worth.87

III. LEGAL STANDARD

A. Rule 12(b)(2) Motion to Dismiss

1. Standard of Proof

A plaintiff has the burden of proving personal jurisdiction by a preponderance of the evidence.88 When assessed on written submissions, “the plaintiff need persuade the court only that its factual allegations constitute a prima facie showing of jurisdiction” to survive a Rule 12(b)(2) motion.89 The plaintiff may make such a showing with “an averment of facts that, if credited, would suffice to establish jurisdiction over the defendant.”90 In this posture, the court must construe all allegations in the light most favorable to the plaintiff and resolve all doubts in the plaintiffs favor.91 However, “a plaintiff may not rely on conclusory non-fact-specific jurisdictional allegations to overcome a motion to dismiss.”92 Further, when a “ ‘defendant rebuts plaintiffs’ unsupported allegations with direct, highly specific, testimonial evidence regarding a fact essential to jurisdiction — and plaintiffs do not counter that evidence — the allegation may be deemed refuted.’ ”93

*4882. Specific Jurisdiction Under Puerto Rico’s Long Arm Statute

Puerto Rico’s long-arm statute allows courts to exercise jurisdiction over a nonresident defendant if the action arises because that person: (1) transacted business in Puerto Rico personally or through an agent; (2) participated in tortious acts within Puerto Rico personally or through his agent ... or (5) owns, uses or possesses, personally or through his agent, real property in Puerto Rico.94 Puerto Rico’s long arm statute “stretches up to the point allowed by the Constitution.”95 Thus, the present inquiry is guided by “whether the exercise of personal jurisdiction [ ] would abide by constitutional guidelines” of Due Process.96

3. Due Process

The Supreme Court set forth the requirements of Due Process in International Shoe v. Washington: that a defendant “not present within the territory of the forum” have “certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.”97 This analysis requires both a “minimum-contacts” test and a “reasonableness” inquiry.

First, to satisfy minimum contacts for due process, the plaintiff must demonstrate that “the defendant purposely availed itself of the privilege of doing business in the forum and could foresee being haled into court there” and that “the claim arises out of, or relates to, the defendant’s contacts with the forum.”98 Second, if the defendant’s contacts with the forum state satisfy this test, the defendant may defeat jurisdiction only by presenting “a compelling case that the presence of some other considerations would render jurisdiction unreasonable.”99

[Courts] consider five factors [in] determining whether an exercise of jurisdiction is reasonable: ... “(1) the burden on the defendant, (2) the interests of the forum State, (3) the plaintiffs interest in obtaining relief, (4) the interstate judicial system’s interest in obtaining the most efficient resolution of the controversies, [and] (5) the shared interest of the several States in furthering fundamental substantive social policies.”100

a. Jurisdictional Veil Piercing

In the First Circuit, the inquiry into piercing the veil separating two corporations in the liability context also informs the jurisdictional inquiry.101 In determining whether jurisdiction may be asserted over the parent corporation solely on the basis of its subsidiary’s contacts with the forum state, the court presumes the insti*489tutional independence of a parent and a subsidiary.102 The “ ‘mere fact that a subsidiary company does business within a state does not confer jurisdiction over its nonresident parent, even if the parent is sole owner of the subsidiary.’ ”103

Where courts in the First Circuit have exercised personal jurisdiction over the parent corporation, there is a “plus factor” beyond the “subsidiary’s mere presence within the bosom of the corporate family.”104 Such plus factors include finding an agency relationship between the parent and the subsidiary.105 Other plus factors include finding “strong and robust evidence” that “the parent in fact controls the activities of the subsidiary,” or that the subsidiary is a mere shell for the parent’s operations.106 In this way, asserting jurisdiction over a foreign parent is “ ‘unfair to the extent that the independence of the local subsidiary is a reality.’ ”107 The parent’s ownership of all of a subsidiary’s stock — such that the parent maintains control incident to stock ownership — does not justify ignoring corporate separateness,108 nor does the fact that the parent and subsidiary have interlocking directorates.109

When a subsidiary enters the forum state as an agent of the parent, acts as a mere department of the parent, or is a shell for the parent company, “the parent has plainly made a choice to avail itself of the forum’s benefices.” 110 Once minimum contacts can be attributed derivatively to the parent — through a plus factor of either agency, department, or shell theory — the parent “should, in all fairness, be within the state court’s jurisdictional reach” because all of the relevant Asahi criteria are “easily attained ... [to] corroborate the appropriateness of an exercise of jurisdiction.” 111

B. Failure to State a Claim

1. Standard of Proof

When reviewing a Rule 12(b)(6) motion to dismiss, the court must “accept as true all of the factual allegations contained in the complaint”112 and “draw all reasonable inferences in the plaintiffs favor.”113 However, the court “need not accord [Ilegal conclusions, deductions or opinions couched as factual allegations ... a presumption of truthfulness.” 114 In order to survive a Rule 12(b)(6) motion, the corn-*490plaint’s allegations must meet a standard of “plausibility.”115 A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.”116 “The plausibility, standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are “merely consistent with” a defendant’s liability, it “stops short of the line between possibility and plausibility of entitlement to relief.”117

2. Factual Record and Statute of Limitations Defense on a Rule 12(b)(6) Motion

“The lapse of a limitations period is an affirmative defense that a defendant must plead and prove.” 118 “However, a defendant may raise an affirmative defense in a. pre-answer Rule 12(b)(6) motion if the defense appears on the face of the complaint.”119 For the purposes of a Rule 12(b)(6) motion, the court “may consider the facts alleged in the complaint, documents attached to the complaint as exhibits, and documents incorporated by reference in the complaint.”120 While “the general rule is that a district court may not look outside the complaint and the documents attached thereto in ruling on a Rule 12(b) motion to dismiss,” the court may “consider matters of which judicial notice may be taken.” 121 The court is also allowed to consider documents outside the pleading if the documents are integral to the pleading.122

3. Statute of Limitations for Tort Claims in Puerto Rico

In Puerto Rico, Article 1802 of the Civil Code, L.P.R.A.123 section 5141, governs obligations that “arise from fault or negligence.”124 “The statute of limitations for these actions is one year as provided by Art. 1868 of the Civil Code, 31 L.P.R.A. sec[tion] 5298.”125 In Puerto Rico, the limitations period runs from the time the aggrieved party has “notice of the injury, plus notice of the person who caused it.”126 Tolling the limitations period “does not require actual knowledge; it is enough that the would-be plaintiff had notice that would have led a reasonable person to investigate and so uncover the *491needed information.”127 The one year statute of limitations for a continuous tort — like a nuisance claim — runs from defendant’s “last act.”128

4. Judge-Made Tolling in Puerto Rico

In 1992, the Supreme Court of Puerto Rico held that plaintiffs could add jointly and severally liable defendants to a complaint that was timely filed.129 In explaining the 1992 decision, the Fraguada court stated:

[W]e decided [in Arroyo ] that timely filing of a complaint by an injured party against a joint and several co-tortfeasor automatically tolls the statute of limitations against all of the other co-tortfeasors. We stated that the alleged joint and several co-tortfeasors can be incorporated into the litigation through an amendment to the complaint or a third-party complaint, and that claimant merely must allege well and sufficiently that the new defendant is jointly and severally liable for the harm.130

In 2008, the Supreme Court expanded the reach of the Arroyo rule, holding that it allowed a plaintiff to add a joint and severally liable defendant who would otherwise be barred by the statute of limitations even though the “plaintiff knew beforehand the identity and elements necessary to exercise his cause of action against [that defendant].” 131

In 2012, the Supreme Court of Puerto Rico abrogated Arroyo and its progeny, holding that “timely filing of a complaint against a supposed co-tortfeasor does not toll the statute of limitations against the rest of the alleged co-tortfeasors.”132 In considering the retroactivity of the new rule, the court decided that it should have prospective effect.133 The court reasoned:

The foregoing [decision that Fraguada should have prospective effect] is based on the fact that the rule is a new rule and so applying it to this case would have substantially unfair results for the respondents, who relied on the prior rule that has been set aside by the new rule that we are establishing today. Public policy and social considerations have made us decide that this rule shall have prospective effects, since the purpose sought is to award fair and equitable relief resulting in a better social coexistence.134

The court concluded by stating that, “[A]ll causes of action filed according to Art. 1802 of the Civil Code [ ] shall be adjudicated in accordance with the rules established herein.”135

IY. DISCUSSION

A. Puerto Rico Lacks Personal Jurisdiction over Total Umbrella

Because Total Umbrella is a holding company that has never operated in Puerto Rico or participated directly in the MTBE market, Puerto Rico lacks personal *492jurisdiction over it with respect to the claims alleged.

1. Total Umbrella Is a Holding Company

The Commonwealth strains to contest that Total Umbrella is a holding company. A 2011 SEC Form 20-F defines Total Umbrella as a holding company.136 The same form also describes Total Umbrella’s company structure: “[Total Umbrella] is the parent'company of the TOTAL Group.”137 The description of Total Umbrella as an “integrated international oil and gas company”138 does not stand for the proposition that Total Umbrella “participates directly in the business of its subsidiaries.”139 Rather, it merely indicates that Total Umbrella has subsidiaries in every sector in the oil supply chain.140 Considering Total Umbrella’s entire 2012 SEC 20-F Filing,141 there is little doubt that Total Umbrella is a typical holding company: it diversifies risk in the volatile oil and gas market by holding an ownership stake in companies operating in various sectors of the global market.142

The Commonwealth’s use of the name “Total” — as well as the term “corporate parent” — throughout its Opposition will not establish personal jurisdiction.143 The SEC forms define “Total” and “the Group” as Total Umbrella and its over eight hundred subsidiaries.144 The use of “Total” on its corporate website145 is consistent with this terminology and does not establish that Total Umbrella is an operating company.146

*4932. Total Umbrella’s Contacts with Puerto Rico Are Insufficient to Support the Exercise of Personal Jurisdiction

Because the Commonwealth has not established a prima facie case that Total Umbrella was “directly involved in the Puerto Rico MTBE market,” there are no contacts with the forum sufficient for exercising personal jurisdiction.147 The Commonwealth cites several documents in support of its contention that Total Umbrella had direct business contacts with Puerto Rico: (1) an audit report from 2007 mentions “Total France” as a company that charged TPPRC $200,000 for communication services;148 (2) various emails concerning 2004 contract negotiations between Peerless and TPPRC that mention “Total”; 149 (3) other documents relating to the above 2004 negotiations that mention “Total” and direct all newly acquired service stations to change their signage to “Total” colors.150 None help the Commonwealth. First, “Total France” does not refer to Total Umbrella. Prior to October 5, 2008, “Total Raffinage Marketing,” a subsidiary holding company of Total Umbrella, was named “Total France” and currently is the parent holding company of Total Outre Mer.151 Second, neither sets of the 2004 negotiations mention Total Umbrella, and no documents indicate that Total Umbrella directed any negotiations.152 Furthermore, a directive to change TPPRC’s signage to Total’s trademarked logo and colors 153 neither rises to the level of control “greater than that normally associated with common ownership and directorship”154 nor are they sufficient to establishing specific jurisdiction as to the claims alleged.155

On the basis of a document that does not mention Total Umbrella, the Commonwealth assumes that subsidiary TPPRC and Total Umbrella shared officers and *494employees.156 Even accepting this questionable assumption,157 Total Umbrella’s sharing officers with TPPRC is within the bounds of normal corporate structure and is not dispositive of whether the contacts of TPPRC may be imputed to its parent for jurisdictional purposes.158

The Maumont email,159 in which a Total Umbrella employee confirmed that TPPRC was a subsidiary of the Total Group, does not demonstrate that Total Umbrella was involved in contract negotiation with Peerless. Again, references to “Total France” are to the holding company of TPPRC, not Total Umbrella.160 Nothing in the email rises to a level that would indicate that Total Umbrella was directing the activities of a subsidiary,161 particularly in light of the fact that TPPRC is two corporate layers removed from Total Umbrella.162 In sum, given Total Umbrella’s lack of any direct contacts with Puerto Rico, there are no grounds for exercising personal jurisdiction over it.163

B. Puerto Rico Lacks Personal Jurisdiction over TOM

1. The 2004 PSA Does Not Confer Jurisdiction over TOM164

The Commonwealth argues that the 2004 PSA that TOM entered into with local oil companies evidences TOM’s direct jurisdictional contacts with Puerto Rico.165 However, this agreement does not support personal jurisdiction for the following three reasons. First, TOM has never *495owned any real property in Puerto Rico,166 and the terms of the PSA167 establish that TOM never took possession of the Puerto Rico service stations.168 Instead, TOM acquired a majority stock interest in TPPRC.169 Second, mere ownership of a subsidiary is insufficient to justify asserting personal jurisdiction over the parent wherever the subsidiary is present.170 The Commonwealth argues that TOM’s taking an ownership stake in a Puerto Rico operating company should confer jurisdiction over the parent. But this position is contrary to law, as it would subject a foreign holding company to personal jurisdiction wherever it acquired new investments.171 TOM has no contacts with Puerto Rico and has not satisfied the Due Process requirements of purposeful availment and relatedness by acquiring and maintaining a majority stock ownership interest in TPPRC.172 Finally, TOM’s short-term capital advance to TPPRC to execute the asset purchase agreement within the PSA establishes neither the holding company’s dominance, nor its contacts with Puerto Rico; instead, because TOM immediately converted the advance into an interest-bearing loan, it shows only that TOM observed corporate formalities and treated the members of its corporate family as distinct entities.173

2. TOM’s Sharing an Officer with TPPRC Does Not Support the Exercise of Personal Jurisdiction

Because sharing employees is within the bounds of normal corporate structure, the fact that TOM and TPPRC share an officer is insufficient to confer personal jurisdiction over TOM. While the Commonwealth contends that TOM shares four of*496fleers with its operating company,174 its exhibits indicate that only one officer, Christian Chammas, was employed by both TOM and TPPRC.175 One shared officer, even a president, is not unusual in the organization of holding and operating companies and does not establish the parent’s total control of the subsidiary.176

C. The Commonwealth’s Claims Against Peerless Are Barred by the Statute of Limitations

Puerto Rico’s one year statute of limitations bars the Commonwe'alth’s action because: (1) judicial notice can be taken of Peerless’ permits and licenses in order to establish that the Commonwealth had constructive knowledge of Peerless’ operations; (2) the Commonwealth added Peerless to this action after the Supreme Court of Puerto Rico changed its tolling rule for jointly and severally liable defendants in Fraguada, which eliminated the Commonwealth’s ability to add Peerless as a defendant; and (3) the Commonwealth has not properly alleged a continuous tort that could trigger a new claim.

1. There Is No Need to Convert the Rule 12(b)(6) Motion to One Under Rule 56

The Court may take judicial notice of Peerless’ permits and license issued by the government of Puerto Rico, without converting this motion into one for summary judgment. The Federal Rules of Evidence allow the court to “take judicial notice on its own” of “a fact that is not subject to reasonable dispute because it ... [ ] can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” 177 The following three documents attached to Peerless’ Motion to Dismiss may be noticed under this rule:178 (1) a 1993 permit from the Commonwealth of Puerto Rico/Offlce of the Governor and the Environmental Quality Board for the operation of a Hydrocarbon Processing, Bulk Storage Terminal, Tank Truck and Marine Vessel Loading Facility;179 (2) a similar permit application from 1999;180 and (3) a 2003 license to operate as a gasoline wholesaler.181 All three documents bear a government seal or signature, and their accuracy is beyond “reasonable dispute.”182

*497These documents establish that Peerless operated as a refiner/supplier in Puerto Rico from 1993 onward.183 Knowledge of these operations is imputed to the Commonwealth because reasonable investigation would have revealed these permits and license.184 Because the Commonwealth had knowledge of the injury that MTBE has allegedly caused since 2007 and constructive knowledge of the identity of the alleged tortfeasor,185 the applicable one year statute of limitations bars the Commonwealth from maintaining its action against Peerless five years after the original filing of the complaint.

2. The Fraguada Decision Bars the Commonwealth’s Use of Its 2007 Filing Date Against Peerless

The new tolling rule announced by the Supreme Court of Puerto Rico in Fraguada mandates that the Commonwealth’s claims against Peerless be dismissed as untimely. The rule of Fraguada applies prospectively “to all causes of action filed according to Article] 1802 of the Civil Code.”186 The action against Peerless, a jointly and severally liable defendant, is governed by Article 1802, and it was filed on December 3, 2012 — after the August 13, 2012 Fraguada ruling. Thus, Fraguada bars the Commonwealth’s use of the 2007 filing date to toll the statute of limitations.

3. Continuous Harmful Effect Does Not Justify Tolling

Because Puerto Rico’s continuous tort doctrine requires showing ongoing unlawful conduct, not ongoing harm, the Commonwealth’s assertion that MTBE allegedly continues to damage the waters of Puerto Rico cannot save its claim. In Puerto Rico, a defendant’s last act is used for the purposes of the statute of limitations.187 Moreover, “a continuous tort [ ] is ongoing unlawful conduct, not a continuing harmful effect.”188 The Commonwealth has alleged that:

*498MTBE continues to threaten, migrate into and enter the waters of the Commonwealth. Until the nuisance is abated and the waters of the Commonwealth are returned to their pre-injury quality, the Defendants are liable for the creation and continued maintenance of a public nuisance in contravention of the public’s right to clean water and an unspoiled environment.189

There is no allegation that Peerless has engaged in continuous tortious conduct.190 Thus, the Commonwealth cannot.avail itself of the continuous tort doctrine to toll its claims against Peerless.191

D. The Commonwealth’s Claims Against the Trammo Defendants Are Barred by the Statute of Limitations 192

In support of their motion to dismiss, the Trammo Defendants offer two documents issued by the Puerto Rico Department of State:193 (1) a 2002 certificate authorizing Trammo Operating to do business in Puerto Rico,194 and (2) a 2006 certificate of withdrawal of Trammo Operating from doing business in Puerto Rico.195 The Commonwealth does not contest that Trammo Operating conducted business in Puerto Rico until 2006.196 Because a reasonable investigation would have revealed these certificates and the Commonwealth issued them, knowledge of Trammo Operating’s business is imputed to the Commonwealth.197 Likewise, a reasonable search would have uncovered Trammo Parent’s identity as the corporate owner of Trammo Operating.198 In *499sum, like its claims against Peerless, the Commonwealth’s claims against the Tram-mo Defendants are barred by the one year statute of limitations because the Commonwealth had knowledge of both the alleged injury and the identity of the alleged tortfeasors as of 2007.

V. CONCLUSION

For the foregoing reasons all of these motions are GRANTED: (1) Total Umbrella’s motion is GRANTED; (2) TOM’s motion is GRANTED; (3) Peerless’ motion is GRANTED; and (4) the Trammo Defendants’ motions are GRANTED. The Clerk of the Court is directed to close these motions (Doc. Nos. 207, 215, 224, 231).

SO ORDERED.