2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 239 - Limited Liability Companies (§§ 3951 — 4006) › Subchapter A - General Provisions (§§ 3951 — 3967) › § 3965 - Transfer or continuance

(a) Upon compliance with this section, any limited liability company may transfer to or domesticate in any jurisdiction other than any state, which allows the transfer to or the domestication in such jurisdiction of a limited liability company and, in connection therewith, may elect to continue its existence as a limited liability company in Puerto Rico.
(b) Unless otherwise provided in the limited liability company agreement, the transfer or domestication or continuance described in subsection (a) of this section shall be approved in writing by all managers and all members. If all managers and members of the limited liability company, or such other vote that could appear in the limited liability company agreement approve the transfer or domestication described in subsection (a) of this section, a certificate of transfer shall be filed with the Secretary of State if the existence of the limited liability company as a limited liability company of Puerto Rico is to cease, or a certificate of transfer and continuance if the limited liability company’s existence as a limited liability company in Puerto Rico is to continue, executed in accordance with the provisions of Chapter 221 of this subtitle. The certificate of transfer or the certificate of transfer and continuance shall state:
(1) The name of the limited liability company and, if it has been changed, the name under which its certificate of formation was originally filed;
(2) the filing date of its original certificate of formation with the Secretary of State;
(3) the jurisdiction to which the limited liability company shall be transferred or in which it shall be domesticated;
(4) the future effective date or time (which shall be a date or time certain) of the transfer to or domestication in the jurisdiction specified in clause (3) of this subsection if it is not to be effective upon the filing of the certificate of transfer or the certificate of transfer and continuance;
(5) that the transfer or domestication or continuance of the limited liability company has been approved in accordance with this section;
(6) in the case of a certificate of transfer:
(A) That the existence of the limited liability company as a limited liability company of Puerto Rico shall cease when the certificate of transfer becomes effective, and
(B) the agreement of the limited liability company that it may be served with process in Puerto Rico in any action, suit or proceeding for enforcement of any obligation of the limited liability company arising while it was a limited liability company of Puerto Rico, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding;
(7) the address to which a copy of the process referred to in clause (6) of this subsection shall be mailed by the Secretary of State. In the event of service hereunder upon the Secretary of State, pursuant to this provision, the procedures set forth in subsection (C) of Section 20.08 of this Act [sic] shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in this paragraph, and any other address that the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of State, and the Secretary of State shall notify the limited liability company that has transferred or domesticated out of Puerto Rico at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 4028 of this title, and
(8) in the case of a certificate of transfer and continuance, that the limited liability company shall continue to exist as a limited liability company of Puerto Rico after the certificate of transfer and continuance becomes effective.
(c) Upon the filing with the Secretary of State of the certificate of transfer or upon the future effective date or time of the certificate of transfer and payment to the Secretary of State of all fees prescribed in this subtitle, the Secretary of State shall certify that the limited liability company has filed all documents and paid all fees required by this subtitle, and thereupon the limited liability company shall cease to exist as a limited liability company of Puerto Rico. Such certificate of the Secretary of State shall be prima facie evidence of the transfer or domestication of such limited liability company out of Puerto Rico.
(d) The transfer or domestication of a limited liability company out of Puerto Rico in accordance with this section, and the resulting cessation of its existence as a limited liability company of Puerto Rico pursuant to a certificate of transfer shall not be deemed to affect any obligations or liabilities of the limited liability company incurred prior to such transfer or domestication or the personal liability of any person incurred prior to such transfer or domestication, nor shall it be deemed to affect the choice of law applicable to the limited liability company with respect to matters arising prior to such transfer or domestication. Unless otherwise agreed, the transfer or domestication of a limited liability company out of Puerto Rico in accordance with this section shall not require such limited liability company to wind up its affairs or pay its liabilities and distribute its assets pursuant to the provisions of this subtitle.
(e) If a limited liability company files a certificate of transfer and continuance, after the time the certificate of transfer and continuance becomes effective, the limited liability company shall continue to exist as a limited liability company of Puerto Rico, and the laws of Puerto Rico, including this subtitle, shall apply to the limited liability company to the same extent as prior to such time. So long as a limited liability company continues to exist as a limited liability company of Puerto Rico following the filing of a certificate of transfer and continuance, the continuing domestic limited liability company and the entity formed, incorporated, created or that otherwise came into being as a consequence of the transfer of the limited liability company to, or its domestication in a foreign country or other foreign jurisdiction shall, for all purposes of the laws of Puerto Rico, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of Puerto Rico and the laws of such foreign country or other foreign jurisdiction.
(f) In connection with a transfer or domestication or continuance of a domestic limited liability company to or in another jurisdiction pursuant to subsection (a) of this section, the rights or securities of, or interests in, such limited liability company may be exchanged for or converted into cash, property, rights or securities of, or interests in, the business form in which the limited liability company shall exist in such other jurisdiction as a consequence of the transfer or domestication or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, other business form or may be cancelled.
(g) When a limited liability company has transferred or domesticated out of Puerto Rico pursuant to this section, the transferred or domesticated business form shall, for all purposes of the laws of Puerto Rico, be deemed to be the same entity as the limited liability company existing prior to such transfer or domestication. When any transfer or domestication of a limited liability company out of Puerto Rico shall have become effective under this section, for all purposes of the laws of Puerto Rico, all of the rights, privileges and powers of the limited liability company that has transferred or domesticated, and all property, real, personal and mixed, and all debts due to such limited liability company, as well as all other things and causes of action belonging to such limited liability company, shall remain vested in the transferred or domesticated business form, and shall be the property of such transferred or domesticated business form and the title to any real property vested by deed or otherwise in such limited liability company shall not revert or be in any way impaired by reason of this subtitle; but all rights of creditors and all liens upon any property of such limited liability company shall be preserved unimpaired, and all debts, liabilities and duties of the limited liability company that has transferred or domesticated shall remain attached to the transferred or domesticated business form and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the transferred or domesticated business form. The rights, privileges, powers and interests in property of the limited liability company that has transferred or domesticated, as well as the debts, liabilities and duties of such limited liability company, shall not be deemed, as a consequence of the transfer or domestication out of Puerto Rico, to have been transferred to the domesticated business form for any purpose of the laws of Puerto Rico.
(h) A limited liability company agreement may provide that a domestic limited liability company shall not have the power to transfer, domesticate or continue as set forth in this section.
History —Dec. 16, 2009, No. 164, § 19.15.