reglab/statecodes huggingface dataset:
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) › § 3958 - Indemnification

Subject to the provisions of § 3568 of this title, and to the standards and restrictions, if any, set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and suits whatsoever.
History —Dec. 16, 2009, No. 164, § 19.08.
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) › § 3959 - Service of process on managers and liquidating trustee

The service of process on managers or trustee shall be conducted pursuant to the provisions of Chapter 232 of this subtitle.
History —Dec. 16, 2009, No. 164, § 19.09.
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) › § 3961 - Interpretation and enforcement of agreement

Any action to interpret, apply or enforce the provisions of a limited liability company agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, may be brought in the Court of First Instance.
History —Dec. 16, 2009, No. 164, § 19.11.
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) › § 3962 - Certificate of formation

In order to form a limited liability company, one (1) or more authorized persons shall execute a certificate of formation.
The execution, acknowledgement, filing and registration of the certificate of formation, as well as the amendment, cancellation, reaffirmation and revival of the corporate existence of a limited liability company shall be conducted in accordance with the terms and requirements established in this subtitle for corporations.
History —Dec. 16, 2009, No. 164, § 19.12.
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) › § 3963 - Merger or consolidation

The merger or consolidation of any limited liability company with other domestic or foreign business entity shall be conducted pursuant to the procedure set forth for corporations in Chapter 230 of this subtitle.
History —Dec. 16, 2009, No. 164, § 19.13.
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 I - Members (§§ 3968 — 3971) › § 3968 - Admission of members

(a) In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of:
(1) The formation of the LLC, or
(2) the time provided in and upon compliance with the LLCA or, if the LLCA does not so provide, when the person’s admission is reflected in the records of the LLC.
(b) After the formation of an LLC, a person is admitted as a member of the LLC:
(1) In the case of a person who is not an assignee of an LLC interest, including a person acquiring an LLC interest directly from the LLC and a person to be admitted as a member of the LLC without acquiring an LLC interest in the LLC at the time provided in and upon compliance with the LLCA or, if the LLCA does not so provide, upon the consent of all members and when the person’s admission is reflected in the records of the LLC;
(2) in the case of an assignee of an LLC interest, as provided in § 3995(a) of this title, and at the time provided in and upon compliance with the LLCA or, if the LLCA does not so provide, when any such person’s permitted admission is reflected in the records of the LLC, or
(3) except as otherwise provided in an agreement of merger or consolidation, in the case of a person acquiring an LLC interest from a surviving or resulting LLC, pursuant to a merger or consolidation approved in accordance with this subtitle, at the time provided in and upon compliance with the LLCA of the surviving or resulting LLC, in the event of any inconsistency, the terms of the agreement of merger or consolidation shall control; and in the case of a person acquiring an LLC interest pursuant to a merger or consolidation in which such LLC is not the surviving or resulting LLC, as provided in the LLCA of such non-surviving or non-resulting LLC.
(c) In connection with the domestication of a non-United States entity as an LLC in Puerto Rico or the conversion of an other entity to a DLLC in accordance with this subtitle, a person shall be admitted as a member of the LLC at the time provided in and upon compliance with the LLCA.
(d) A person may be admitted to an LLC as a member of the LLC and may receive an LLC interest in the LLC without making a contribution or being obligated to make a contribution to the LLC. Unless otherwise provided in an LLCA, a person may be admitted to an LLC as a member of the LLC without acquiring an LLC interest in the LLC. Unless otherwise provided in an LLCA, a person may be admitted as the sole member of an LLC without making a contribution or being obligated to make a contribution to the LLC or without acquiring an LLC interest in the LLC.
(e) Unless otherwise provided in an LLCA or another agreement, a member shall have no preemptive right to subscribe to any additional issue of LLC interests or another interest in an LLC.
History —Dec. 16, 2009, No. 164, § 19.18.
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 I - Members (§§ 3968 — 3971) › § 3969 - Liability to third parties

(a) Except as otherwise provided by this subtitle, the debts, obligations and liabilities of an LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no member or manager of an LLC shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or acting as a manager of the LLC.
(b) Notwithstanding the provisions of subsection (a) of this section, under an LLCA or under another agreement, a member or manager may agree to be obligated personally for any and all of the debts, obligations and liabilities of the LLC.
History —Dec. 16, 2009, No. 164, § 19.19.
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 I - Members (§§ 3968 — 3971) › § 3971 - Remedies for breach of LLCA by member

[An] LLCA may provide that:
(1) A member who fails to perform in accordance with, or to comply with the terms and conditions of, the LLCA shall be subject to specified penalties or specified consequences, and
(2) at the time or upon the happening of events specified in the LLCA, a member shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 3981(c) of this title.
History —Dec. 16, 2009, No. 164, § 19.21.
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 II - Managers (§§ 3972 — 3979) › § 3972 - Admission of managers

A person may be named or designated as a manager of the LLC as provided in § 3951(a) of this title.
History —Dec. 16, 2009, No. 164, § 19.22.
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 II - Managers (§§ 3972 — 3979) › § 3973 - Management of LLC

Unless otherwise provided in an LLCA, the management of an LLC shall be vested in its members in proportion to their percentages or other interest of members in the profits of the LLC owned by all of the members. The decisions shall be made by the members owning more than fifty percent (50%) of the said proportion or other interest in the profits. Provided, however, That if a limited liability company agreement provides for the management, in whole or in part, of an LLC by a manager, the management of the LLC, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the LLCA. The manager shall hold the offices and have the responsibilities accorded to the manager provided in an LLCA. Subject to § 3986 of this title, a manager shall cease to be a manager as provided in an LLCA. An LLC may have more than one (1) manager, unless otherwise provided in an LLCA, each member and manager has the authority to bind the LLC.
History —Dec. 16, 2009, No. 164, § 19.23.
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 II - Managers (§§ 3972 — 3979) › § 3974 - Contributions by a manager

A manager of an LLC may make contributions to the LLC and share in the profits and losses of, and in distributions from, the LLC as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as otherwise provided in an LLCA, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager’s participation in the LLC as a member.
History —Dec. 16, 2009, No. 164, § 19.24.
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 II - Managers (§§ 3972 — 3979) › § 3975 - Classes and voting

(a) An LLCA may provide for classes and groups of managers having such rights, powers and duties as the LLCA may provide, and may make provision for the future creation of additional classes and groups of managers having such rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers. An LLCA may provide for the taking of an action, including the amendment of the LLCA, without the vote or approval of any manager or class or group of managers, including an action to create under the provisions of the LLCA a new class or group of LLC interests that was not previously outstanding.
(b) An LLCA may grant to all or a group of managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting by managers may be on a per capita, number, financial interest, class, group or any other basis.
(c) An LLCA may set forth provisions relating to notice of the time, place and purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in an LLCA, on any matter that is to be voted on, consented to or approved by managers, the managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted. Unless otherwise provided in an LLCA, on any matter that is to be voted on by managers, the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in an LLCA, a [sic] consent transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed to be written and signed for purposes of this subsection. For purposes of this section, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.
History —Dec. 16, 2009, No. 164, § 19.25.
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 II - Managers (§§ 3972 — 3979) › § 3976 - Remedies for breach of LLCA by member

An LLCA may provide that:
(1) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, a limited liability company agreement shall be subject to specified penalties or specified consequences, and
(2) at the time or upon the happening of events specified in a limited liability company agreement, a manager shall be subject to specified penalties or specified consequences.
History —Dec. 16, 2009, No. 164, § 19.26.
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 II - Managers (§§ 3972 — 3979) › § 3977 - Actions of members and managers

The members and managers shall be as loyal to the limited liability company and liable for their acts and omissions in the exercise of their duties as the directors, officers and stockholders with regard to corporate matters pursuant to the provisions of Chapter 224 of this subtitle.
History —Dec. 16, 2009, No. 164, § 19.27.
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 II - Managers (§§ 3972 — 3979) › § 3978 - Reliance on reports and information by member or manager

A member, manager or liquidating trustee of an LLC shall be fully protected in relying in good faith upon the records of the LLC and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the LLC, or committees of the LLC, members or managers, or by any other person as to matters the member, manager or liquidating trustees reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the LLC, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
History —Dec. 16, 2009, No. 164, § 19.28.
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 II - Managers (§§ 3972 — 3979) › § 3979 - Delegation of rights and powers to manage

Unless otherwise provided in the LLCA, a member or manager of an LLC has the power and authority to delegate to one (1) or more other persons the member’s or manager’s, as the case may be, rights and powers to manage and control the business and affairs of the LLC, including to delegate to agents, officers and employees of a member or manager or the LLC, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the LLCA, such delegation by a member or manager of an LLC shall not cause the member or manager to cease to be a member or manager, as the case may be, of the LLC or cause the person to whom any such rights and powers have been delegated to be a member or manager, as the case may be, of the LLC.
History —Dec. 16, 2009, No. 164, § 19.29.
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 III - Contributions and Finance (§§ 3980 — 3984) › § 3980 - Form

The contribution of a member to an LLC may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
History —Dec. 16, 2009, No. 164, § 19.30.
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 III - Contributions and Finance (§§ 3980 — 3984) › § 3981 - Liability

(a) Except as provided in an LLCA, a member is obligated to an LLC to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the LLC to contribute cash equal to that portion of the aggregated value (as stated in the records of the LLC) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the LLC may have against such member under the LLCA or applicable law.
(b) Unless otherwise provided in an LLCA, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this subtitle may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of an LLC who extends credit, after the entering into of an LLCA or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to an LLC may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of an LLC prior to the time the call occurs.
(c) An LLCA may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in an LLC, subordinating the member’s LLC interest to that of non-defaulting members, a forced sale of that LLC interest, forfeiture of the defaulting member’s LLC interest, the lending by other members of the amount necessary to meet the defaulting member’s commitment, a fixing of the value of the defaulting member’s LLC interest by appraisal or by formula and redemption or sale of the LLC interest at such value, or other penalty or consequence.
History —Dec. 16, 2009, No. 164, § 19.31.
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 III - Contributions and Finance (§§ 3980 — 3984) › § 3982 - Allocation of profits and losses

The profits and losses of an LLC shall be allocated among the members, and among classes or groups of members, in the manner provided in an LLCA. If the LLCA does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the LLC) of the contributions made by each member to the extent they have been received by the LLC and have not been returned.
History —Dec. 16, 2009, No. 164, § 19.32.
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 III - Contributions and Finance (§§ 3980 — 3984) › § 3983 - Allocation of distributions

Distributions of cash or other assets of an LLC shall be allocated among the members, and among classes or groups of members, in the manner provided in an LLCA. If the LLCA does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the LLC) of the contributions made by each member to the extent they have been received by the LLC and have not been returned.
History —Dec. 16, 2009, No. 164, § 19.33.
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 III - Contributions and Finance (§§ 3980 — 3984) › § 3984 - Defense of usury not available

The availability of defense of usury in any action shall be governed pursuant to the provisions of § 3789 of this title.
History —Dec. 16, 2009, No. 164, § 19.34.
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 IV - Distributions (§§ 3985 — 3991) › § 3985 - Interim distributions

Except as provided in this chapter, to the extent and at the times or upon the happening of the events specified in an LLCA, a member is entitled to receive from an LLC distributions before the member’s resignation from the LLC and before the dissolution and winding up thereof.
History —Dec. 16, 2009, No. 164, § 19.35.
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 IV - Distributions (§§ 3985 — 3991) › § 3986 - Resignation of manager

A manager may resign as a manager of an LLC at the time or upon the happening of events specified in an LLCA and in accordance with the LLCA. An LLCA may provide that a manager shall not have the right to resign as a manager of an LLC. Notwithstanding that an LLCA provides that a manager does not have the right to resign as a manager of an LLC, a manager may resign as a manager of an LLC at any time by giving written notice to the members and other managers. If the resignation of a manager violates an LLCA, in addition to any remedies otherwise available under applicable law, an LLC may recover from the resigning manager damages for breach of the LLCA and offset the damages against the amount otherwise distributable to the resigning manager.
History —Dec. 16, 2009, No. 164, § 19.36.
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 IV - Distributions (§§ 3985 — 3991) › § 3987 - Resignation of member

A member may resign from an LLC only at the time or upon the occurrence of events specified in an LLCA and in accordance with the LLCA. Notwithstanding anything to the contrary under applicable law, unless an LLCA provides otherwise, a member may not resign from an LLC prior to the dissolution and liquidation of the LLC.
History —Dec. 16, 2009, No. 164, § 19.37.
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 IV - Distributions (§§ 3985 — 3991) › § 3988 - Distribution upon resignation

Except as provided in this chapter, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under an LLCA and, if not otherwise provided in an LLCA, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member’s LLC interest as of the date of resignation based upon such member’s right to share in distributions from the LLC.
History —Dec. 16, 2009, No. 164, § 19.38.
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 IV - Distributions (§§ 3985 — 3991) › § 3989 - Distribution in kind

Except as provided in an LLCA, a member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from an LLC in any form other than cash. Except as provided in an LLCA, a member may not be compelled to accept a distribution of any asset in kind from an LLC to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the LLC. Except as provided in the LLCA, a member may be compelled to accept a distribution of any asset in kind from an LLC to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the LLC.
History —Dec. 16, 2009, No. 164, § 19.39.
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 IV - Distributions (§§ 3985 — 3991) › § 3990 - Right to distribution

Subject to § 3991 of this title, and unless otherwise provided in an LLCA, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of an LLC with respect to the distribution. An LLCA may provide for the establishment of a record date with respect to allocations and distributions by an LLC.
History —Dec. 16, 2009, No. 164, § 19.40.
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 IV - Distributions (§§ 3985 — 3991) › § 3991 - Limitations on distribution

(a) An LLC shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the LLC, other than liabilities to members on account of their LLC interests and liabilities for which the recourse of creditors is limited to specified property of the LLC, exceed the fair value of the assets of the LLC, except that the fair value of property for which the recourse of creditors is limited shall be included only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection, the term “distribution” shall not include amounts constituting reasonable compensation for services rendered or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other bona fide benefits program.
(b) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to an LLC for the amount of the distribution. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.
(c) Unless otherwise agreed, a member who receives a distribution from an LLC shall have no liability under this subtitle or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said three (3)-year period and an adjudication of liability against such member is made in the said action.
History —Dec. 16, 2009, No. 164, § 19.41.
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 V - Assignment of Interests (§§ 3992 — 3996) › § 3992 - Nature of the LLC interest

An LLC interest shall be deemed personal property. A member shall have no interest in specific LLC property.
History —Dec. 16, 2009, No. 164, § 19.42.
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 V - Assignment of Interests (§§ 3992 — 3996) › § 3993 - Assignment of LLC interest

(a) An LLC interest is assignable in whole or in part except as provided in an LLCA. The assignee of a member’s LLC interest shall have no right to participate in the management of the business and affairs of an LLC, except as provided in an LLCA or, subject to:
(1) The approval of all of the members of the LLC other than the member assigning the LLC interest, or
(2) compliance with any procedure provided for in the LLCA.
(b) Unless otherwise provided in an LLC:
(1) An assignment of an LLC interest does not entitle the assignee to become or to exercise any rights or powers of a member.
(2) An assignment of an LLC interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned.
(3) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member’s LLC interest. Unless otherwise provided in an LLCA, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the LLC interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
(c) Unless otherwise provided in an LLCA, a member’s interest in an LLC may be evidenced by a certificate of LLC interest issued by the LLC. An LLCA may provide for the assignment or transfer of any LLC interest represented by such a certificate and make other provisions with respect to such certificates.
(d) Unless otherwise provided in an LLCA and except to the extent assumed by agreement, until an assignee of an LLC interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
(e) Unless otherwise provided in the LLCA, a limited liability company may acquire, by purchase, redemption or otherwise, any LLC interest or other interest of a member or manager in the LLC. Unless otherwise provided in the LLCA, any such interest so acquired by the LLC shall be deemed canceled.
History —Dec. 16, 2009, No. 164, § 19.43.
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 V - Assignment of Interests (§§ 3992 — 3996) › § 3994 - Member’s interest in an LLC subject to orders

(a) On application by a judgment creditor of a member or of a member’s assignee, a court with competent jurisdiction may charge against the LLC interest of the member subject to judgment to satisfy the same. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such LLC interest. The court may appoint a trustee for the portion of the distributions payable or that shall become payable under the judgment against the member with respect to the LLC, whose trustee shall have the rights of the assignee, and the court may issue those orders, instructions, accounts and questions that the member subject to the judgment could have or that the circumstances of the case may require.
(b) A charging order constitutes a lien on the LLC interest of the member subject to judgment. The court may, at any time, order the execution of the interest in the LLC subject to the charging order. The buyer in the sale due to execution shall only have the rights of an assignee.
(c) Unless otherwise provided in an LLCA, at any time prior to execution, an interest in an LLC subject to a charging order may be redeemed:
(1) By the member subject to judgment;
(2) by property that is not owned by the LLC, by one (1) or more of the other members, or
(3) by the LLC with the consent of the members whose interest is not charged.
(d) This subtitle does not limit the rights of a member under exemption laws with respect to his/her interest in the LLC.
(e) This section provides the exclusive remedy by which a judgment creditor of a member or of a member’s assignee may satisfy a judgment out of the LLC interest of the member subject to judgment.
(f) No creditor of a member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to the property of the LLC.
History —Dec. 16, 2009, No. 164, § 19.44.
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 V - Assignment of Interests (§§ 3992 — 3996) › § 3995 - Right of assignee to become member

(a) An assignee of an LLC interest may become a member, as provided in the LLCA; and
(1) The approval of all of the members of the LLC other than the member assigning the LLC interest, or
(2) compliance with any procedure provided in the LLCA.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under an LLCA and this subtitle. Notwithstanding the foregoing, unless otherwise provided in an LLCA, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in § 3981 of this title, but shall not be liable for the obligations of the assignor under Chapter 226 of this subtitle. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 3981 of this title, unknown to the assignee at the time the assignee became a member and which could not be ascertained from an LLCA.
(c) Whether or not an assignee of an LLC interest becomes a member, the assignor is not released from liability to an LLC under Chapters 225 and 226 of this subtitle.
History —Dec. 16, 2009, No. 164, § 19.45.
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 V - Assignment of Interests (§§ 3992 — 3996) › § 3996 - Powers of estate of deceased or incompetent member

If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s personal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power under an LLCA of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative.
History —Dec. 16, 2009, No. 164, § 19.46.
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 VI - Dissolution (§§ 3997 — 4002) › § 3998 - Judicial dissolution

On application by a member or manager the Court of First Instance may decree dissolution of an LLC whenever it is not reasonably practicable to carry on the business in conformity with an LLCA.
History —Dec. 16, 2009, No. 164, § 19.48.
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 VI - Dissolution (§§ 3997 — 4002) › § 3999 - Winding up

(a) Unless otherwise provided in an LLCA, a manager who has not wrongfully dissolved an LLC or, if none, the members of a person approved by the members or, if there is more than one (1) class or group of members, then by each class or group of members, in either case, by members who own more than fifty percent (50%) of the then-current percentage or other interest in the profits of the LLC owned by all of the members or by the members in each class or group, as appropriate, may wind up the LLC’s affairs; however, the Court of First Instance, upon cause shown, may wind up the LLC’s affairs upon application of any member or manager, the member’s or manager’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
(b) Upon dissolution of an LLC and until the filing of a certificate of cancellation as provided in § 3503 of this title, the persons winding up the LLC’s affairs may, in the name of, and for and on behalf of, the LLC, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the LLC’s business, dispose of and convey the LLC’s property, discharge or make reasonable provision for the LLC’s liabilities, and distribute to the members any remaining assets of the LLC, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.
History —Dec. 16, 2009, No. 164, § 19.49.
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 VI - Dissolution (§§ 3997 — 4002) › § 4001 - Trustees or receivers for dissolved companies; appointment; powers; duties

When the certificate of formation of any LLC shall be canceled pursuant to this subtitle, the Court of First Instance (Superior Part), on application of any creditor, member or manager of the LLC, or any other person who shows good cause therefor, at any time, may either appoint one (1) or more of the managers of the LLC to be trustees, or appoint one (1) or more persons to be receivers, of and for the corporation, to take charge of the corporation’s property, and to collect the debts and property due and belonging to the corporation, with the power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the Court of First Instance (Superior Part) shall deem necessary for the purposes aforesaid.
History —Dec. 16, 2009, No. 164, § 19.51.
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 VI - Dissolution (§§ 3997 — 4002) › § 4002 - Revocation of dissolution

Notwithstanding the occurrence of an event set forth in clauses (1), (2), (3) or (4) of subsection (a) of § 3997 of this title, the LLC shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation at the Department of State, the LLC is continued, effective as of the occurrence of such event, pursuant to the affirmative vote or written consent of all remaining members of the LLC or the personal representative of the last remaining member of the LLC if there is no remaining member (and any other person whose approval is required under the LLCA to revoke a dissolution pursuant to this section); provided, however, if the dissolution was caused by a vote or written consent, the dissolution shall not be revoked unless each member and other person (or their respective personal representatives) who voted in favor of, or consented to, the dissolution has voted or consented in writing to continue the LLC. If there is no remaining member of the LLC and the personal representative of the last remaining member votes in favor of or consents to the continuation of the LLC, such personal representative shall be required to agree in writing to the admission of the personal representative of such member or its nominee or designee to the LLC as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member.
History —Dec. 16, 2009, No. 164, § 19.52.
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 VII - Derivative Actions (§§ 4003 — 4006) › § 4003 - Right to bring action

A member or an assignee of an LLC interest may bring an action in the Court of First Instance on behalf of an LLC to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
History —Dec. 16, 2009, No. 164, § 19.53.
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 VII - Derivative Actions (§§ 4003 — 4006) › § 4004 - Proper plaintiff

In a derivative action, the plaintiff must be a member or an assignee of an LLC interest at the time of bringing the action and:
(1) At the time of the transaction of which the plaintiff complains, or
(2) the plaintiff’s status as a member or an assignee of an LLC interest had devolved upon the plaintiff by operation of law or pursuant to the terms of an LLCA from a person who was a member or an assignee of an LLC interest at the time of the transaction.
History —Dec. 16, 2009, No. 164, § 19.54.
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 VII - Derivative Actions (§§ 4003 — 4006) › § 4005 - Complaint

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
History —Dec. 16, 2009, No. 164, § 19.55.
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 VII - Derivative Actions (§§ 4003 — 4006) › § 4006 - Expenses

If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from any recovery in any such action or from an LLC.
History —Dec. 16, 2009, No. 164, § 19.56.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4021 - Law governing

(a) Subject to the Constitution of the Commonwealth of Puerto Rico:
(1) The laws of the state, territory, possession, or other jurisdiction or country under which an FLLC has been organized shall govern its organization and internal affairs and the liability of its members and managers, and
(2) an FLLC may not be denied registration by reason of any difference between those laws and the laws of Puerto Rico.
(b) An FLLC shall be subject to § 3956 of this title.
History —Dec. 16, 2009, No. 164, § 20.01.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4022 - Authorization to do business; application

A foreign limited liability company shall not be able to do business in Puerto Rico until it is authorized to do so pursuant to the procedures set forth in Chapter 233 of this subtitle regarding foreign corporations.
History —Dec. 16, 2009, No. 164, § 20.02.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4023 - Name; registered office; registered agent

(a) Foreign limited liability company or FLLC may be registered to do business by the Secretary of State under any name (whether or not it is the name under which it is registered in the jurisdiction of its formation) which includes the words Limited Liability Company, or Compañía de Responsabilidad Limitada, Low-Profit Limited Liability Company, or Compañía de Responsabilidad Limitada con Fin Social, as the case may be, or the abbreviation L.L.C., or C.R.L., L.P.L.L.C. or C.R.L.F.S., as the case may be, or the designation LLC, CRL, LPLLC, or CRLFS or L3C, as the case may be, and that could be registered by a DLLC or LLC. Provided, however, that an FLLC may register to do business under any name which is not such as to distinguish it upon the records of the Department of State from the name on such records of any corporation, partnership, statutory trust, limited liability company or limited partnership, whether domestic or foreign, reserved, registered, formed or organized under the laws of Puerto Rico with the written consent of the other corporation, partnership, statutory trust, limited liability company or limited partnership, which written consent shall be filed with the Secretary of State.
(b) Any corporation authorized to do business in the Commonwealth shall maintain continuously a registered office and a registered agent in the Commonwealth, in compliance with the provisions of § 3810 of this title regarding foreign corporations.
History —Dec. 16, 2009, No. 164, § 20.03; Dec. 22, 2015, No. 233, § 7, eff. 90 days after Dec. 22, 2015.
2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 240 - Foreign Limited Liability Companies (§§ 4021 — 4029) › § 4024 - Cancellation of registration

An FLLC may cancel its registration by filing with the Secretary of State a certificate of cancellation, executed by an authorized person, together with a fee as set forth in § 4041(b)(6) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the FLLC with respect to causes of action arising out of the doing of business in Puerto Rico.
History —Dec. 16, 2009, No. 164, § 20.04.