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) › § 3968a - Classes and voting

(a) An LLCA may provide for classes or groups of members having such rights, powers and duties as the LLCA may provide, and may make provision for the future creation of additional classes or groups of members 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 members. An LLCA may provide for the taking of an action, including the amendment of the LLCA, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the LLCA a class or group of LLC interests that was not previously outstanding. An LLCA may provide that any member or class or group of members shall have no voting rights.
(b) An LLCA may grant to all or a specific group of members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members 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 members, 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 members, the members 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 members 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 members entitled to vote thereon were present and voted. Unless otherwise provided in an LLCA, on any matter that is to be voted on by members, the members 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 consent transmitted by electronic transmission by a member or by a person or persons authorized to act for a member shall be deemed to be written and signed for purposes of this subsection. For purposes of this subsection, 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.
If an LLCA provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the LLCA or the satisfaction of certain conditions, it may be amended only in that manner or as otherwise permitted by law (provided that the approval of any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions were intended).
History —Dec. 16, 2009, No. 164, § 19.18[a]