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) › § 3951 - Definitions

For the purposes of this chapter, the following terms and phrases shall have the meaning stated hereinafter, unless another meaning arises from the context:
(a) Manager.— Means a person who is appointed manager of a limited liability company or designated as manager of a limited liability company under a limited liability company agreement or other similar document under which the limited liability company is formed.
(b) Contribution.— Means any cash, property, services rendered, note or other obligation to contribute cash or property or to render a service that a person contributes to a limited liability company in his/her capacity as member.
(c) Certificate of formation.— Means the certificate through which a limited liability company is formed, as provided in § 3962 of this title, as the same may be amended.
(d) Knowledge.— Means a person’s actual knowledge of a fact, rather than the person’s constructive knowledge of the fact.
(e) Limited Liability Company or LLC, and Domestic Limited Liability Company or DLLC.— Means a limited liability company created by one (1) or more persons under the laws of Puerto Rico, including without limitations a Low-Profit Limited Liability Company or LPLLC that meets all the requirements of § 3956(c) of this title.
(f) Foreign LLC or FLLC.— Means a Limited Liability Company or a Low-Profit Limited Liability Company created under the laws of any state of the United States or of any other foreign country or jurisdiction and denominated as such under the laws of said state, foreign country or jurisdiction.
(g) Limited Liability Company Agreement or LLCA.— Means that written agreement (whether referred to as a limited liability company agreement, operating agreement, or otherwise) adopted by the members of a limited liability company to govern the internal affairs and administration of a limited liability company. A limited liability company agreement shall be valid even when the limited liability company has only one (1) member. A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth therein. A written limited liability company agreement, or another written agreement or any other written document:
(1) May provide that a person be admitted as member of a limited liability company, or become an assignee of an interest or other rights or powers of a member of a limited liability company as provided in said agreement, and shall be obliged by the limited liability company agreement if:
(A) Such person (or representative authorized orally, in writing or otherwise, such as through the payment for an interest in the limited liability company) executes the limited liability company agreement or any other writing evidencing the intent of such person to become a member or assignee, or
(B) without such execution, if such person (or representative authorized orally, in writing or otherwise, such as through the payment for an interest in the limited liability company) complies with the conditions for becoming a member or assignee as provided in the limited liability company agreement or any other writing, and
(2) shall be valid even if it has not been signed by the person who is being admitted as member or becoming an assignee as provided in clause (1) of this subsection, or because it has been signed by a representative, as provided in this subtitle.
(h) Department of State.— Means the Department of State of the Commonwealth of Puerto Rico.
(i) State.— Means the District of Columbia or any state, territory or possession or other jurisdiction of the United States of America, other than the Commonwealth of Puerto Rico.
(j) Interest in a limited liability company.— Means a member’s share in the profits and losses of a limited liability company and a member’s right to receive distributions of the limited liability company’s assets.
(k) Member.— Means a person who has been admitted as member to a limited liability company as provided in § 3968 of this title, or in the case of foreign limited liability companies, in accordance with the laws of the state, foreign country or jurisdiction under which the foreign limited liability company was formed.
(l) Person.— Means a natural person, partnership (whether general or limited), trust, estate, association, corporation or any other individual or entity in its own or any representative capacity, as the case may be, whether domestic or foreign, and a limited liability company or a foreign limited liability company.
(m) Puerto Rico.— Means the Commonwealth of Puerto Rico.
(n) Secretary of State.— Means the Secretary of State of the Commonwealth of Puerto Rico, as provided in Art. IV of § 6 of the Constitution of the Commonwealth of Puerto Rico.
(o) Court of First Instance or Court.— Means any Part of the Court of First Instance that has competence over the matter pursuant to the provisions of the Judiciary Act of 1994, as amended, as well as to § 25a of Title 4, known as the “Judiciary Act of the Commonwealth of Puerto Rico of 2003”, which became effective on November 20, 2003.
(p) Low-Profit Limited Liability Company or L.P.L.LC.— Commonly known as “L3Cs”, means a limited liability company organized for business purposes that meets and is operated at all times to meet, each one of the requirements of § 3956(c) of this title.
History —Dec. 16, 2009, No. 164, § 19.01; Dec. 22, 2015, No. 233, §§ 1–3, eff. 90 days after Dec. 22, 2015.