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) › § 3970 - Access to confidential information; records

(a) Each member of an LLC has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be set forth in an LLCA or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the LLC from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the LLC:
(1) True and full information regarding the status of the business and financial condition of the LLC;
(2) promptly after becoming available, a copy of the LLC’s federal, state and local income tax returns for each year;
(3) a current list of the name and last known business, residence or mailing address of each member and manager;
(4) a copy of any written LLCA and certificate of formation and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the LLCA and any certificate and all amendments thereto have been executed;
(5) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member, and
(6) other information regarding the affairs of the LLC as is just and reasonable.
(b) Each manager shall have the right to examine all of the information described in subsection (a) of this section for a purpose reasonably related to the position of manager.
(c) The manager of an LLC shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the LLC or could damage the LLC or its business or which the LLC is required by law or by agreement with a third party to keep confidential.
(d) An LLC may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.
(e) Any demand by a member under this section shall be in writing and shall state the purpose of such demand.
(f) Any action to enforce any right arising under this section shall be brought in the Court of First Instance. If the LLC refuses to permit a member to obtain or a manager to examine the information described in subsection (a)(3) of this section or does not reply to the demand that has been made within five (5) business days after the demand has been made, the demanding member or manager may apply to the Court of First Instance for an order to compel such disclosure. The Court of First Instance is hereby vested with exclusive jurisdiction to determine whether or not the person seeking such information is entitled to the information sought. The Court of First Instance may summarily order the LLC to permit the demanding member to obtain or manager to examine the information described in subsection (a)(3) of this section and to make copies or abstracts therefrom, or the Court may summarily order the LLC to furnish to the demanding member or manager the information described in subsection (a)(3) of this section on the condition that the demanding member or manager first pay to the LLC the reasonable cost of obtaining and furnishing such information and on such other conditions as the court deems appropriate. When a demanding member seeks to obtain or a manager seeks to examine the information described in subsection (a)(3) of this section, the demanding member or manager shall first establish:
(1) That the demanding member or manager has complied with the provisions of this section respecting the form and manner of making demand for obtaining or examining of such information, and
(2) that the information the demanding member or manager seeks is reasonably related to the member’s interest as a member or the manager’s position as a manager, as the case may be.
The Court of First Instance may, in its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of information, or award such other or further relief as the court may deem just and proper. The Court of First Instance may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within Puerto Rico and kept in Puerto Rico upon such terms and conditions as the order may prescribe.
(g) The rights of a member or manager to obtain information as provided in this section may be restricted in an original LLCA or in any subsequent amendment approved or adopted by all of the members or in compliance with any applicable requirements of the LLCA. The provisions of this subsection shall not be construed to limit the ability to impose restrictions on the rights of a member or manager to obtain information by any other means permitted under this section.
History —Dec. 16, 2009, No. 164, § 19.20.