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) › § 3966 - Conversion of certain entities

(a) As used in this section, the term “other entity” means a domestic or foreign corporation, a statutory trust, a business trust or an association, a real estate investment trust, or any other unincorporated business, including a partnership (whether general, including a limited liability partnership) or limited (including a limited liability limited partnership) or a foreign limited liability company.
(b) Any other entity may convert to a domestic limited liability company by complying with the provisions of subsection (h) of this section and filing with the Secretary of State:
(1) A certificate of conversion to limited liability company that has been executed by one (1) or more authorized persons, and
(2) a certificate of formation that complies with the applicable provisions of this subtitle.
(c) The certificate of conversion to limited liability company shall state:
(1) The date on which and jurisdiction where the entity was first formed, incorporated, created or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a limited liability company;
(2) the name of the other entity immediately prior to the filing of the certificate of conversion to limited liability company;
(3) the name of the limited liability company as set forth in its certificate of formation filed in accordance with subsection (b) of this section, and
(4) the future effective date or time (which shall be a date or time certain) of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion to limited liability company and the certificate of formation.
(d) Upon the filing with the Secretary of State of the certificate of conversion to limited liability company and the certificate of formation or upon the future effective date or time of the certificate of conversion to limited liability company and the certificate of formation, the other entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to all of the provisions of this subtitle, except that notwithstanding the provisions of § 3962 of this title, the existence of the limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first formed, incorporated, created or otherwise came into being.
(e) The conversion of any other entity into a domestic limited liability company shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic limited liability company or the personal liability of any person incurred prior to such conversion.
(f) When any conversion 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 other entity that has converted, and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall remain vested in the domestic limited liability company to which such other entity has converted and shall be the property of such domestic limited liability company, and the title to any real property vested by deed or otherwise in such other entity 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 other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the domestic limited liability company to which such other entity has converted, 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 a domestic limited liability company. However, the rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic limited liability company to which such other entity has converted for any purpose of the laws of Puerto Rico.
(g) Unless otherwise agreed, or in accordance with the provisions of non-Puerto Rico applicable laws, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity, but rather the continuance of the existence of the converting other entity in the form of a domestic limited liability company. When another entity has been converted to a limited liability company pursuant to this section, for all purposes of the laws of Puerto Rico, the limited liability company shall be deemed to be the same entity as the converting other entity.
(h) Prior to filing a certificate of conversion to limited liability company with the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate and a limited liability company agreement shall be approved by the same authorization required to approve the conversion.
(i) In connection with a conversion conducted in accordance with this section, the rights or securities of or interests in the other entity which is to be converted to a domestic limited liability company may be exchanged for or converted into cash, property, or rights or securities of or interests in such domestic limited liability company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another domestic limited liability company or other entity or may be cancelled.
(j) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other entity to Puerto Rico by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law, including by the amendment of a limited liability company agreement or other agreement.
History —Dec. 16, 2009, No. 164, § 19.16.