reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter I - Provisions Common to Commercial Agents (§§ 1181 — 1185) › § 1182 - Brokers—Books and documents

Brokers shall keep a register pursuant to the provisions of § 1074 of this title wherein they shall enter separately and daily, and in the order in which they take place, all transactions in which they intervene. They may keep other books under the same formalities.
The books and documents of brokers shall be admitted as evidence at trials, in the same manner as provided for the books of merchants in § 1086 of this title.
History —Commerce Code, 1932, § 63.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter I - Provisions Common to Commercial Agents (§§ 1181 — 1185) › § 1183 - Brokers—Duties

It shall be the duty of brokers:
(1) To make certain of the identity and of the legal capacity to contract of the persons in whose business they intervene, and in the proper case, of the genuineness of the signatures of the contracting parties.
When such contracting parties cannot freely dispose of their property, brokers shall not lend their aid unless due authorization under the law is previously obtained.
(2) To propose deals with exactness, precision, and clearness. They shall abstain from suppositions which may lead the contracting parties into error.
(3) To preserve secrecy in all matters concerning such business as they may transact, and not to reveal the names of such persons as may entrust them with said business, except where the law or the nature of the transactions require it, or where the interested parties consent to the disclosure of their names.
(4) To issue, at the expense of such interested parties as may request them, certifications of the respective entries of their contracts.
History —Commerce Code, 1932, § 64.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter I - Provisions Common to Commercial Agents (§§ 1181 — 1185) › § 1184 - Brokers—Prohibitions

Brokers shall not:
(1) Constitute themselves underwriters of risks and merchandise, or security for insurance contracts and obligations of this kind.
(2) Deal in securities or merchandise belonging to individuals or partnerships, that have suspended payment or that have been declared bankrupt, unless they have been discharged.
(3) Acquire for themselves or for members of their immediate family, securities or chattels the negotiation of which is entrusted to them, except when the broker must answer to the vendor for noncompliance on the part of the purchaser.
(4) Issue certifications not directly referring to facts stated in the entries in their books.
History —Commerce Code, 1932, § 65.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter I - Provisions Common to Commercial Agents (§§ 1181 — 1185) › § 1185 - Civil liability

Persons violating the provisions of § 1184 of this title shall be civilly liable for such damages as may result from their misconduct or negligence in the performance of their duties.
History —Commerce Code, 1932, § 66.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter II - Exchange and Stock Brokers (§§ 1201 — 1206) › § 1201 - Functions

It shall be incumbent on exchange and stock brokers:
(1) To intervene exclusively in deals and transfers of all kinds of quotable public securities as defined in § 1115 of this title.
(2) To intervene, in concurrence with commercial brokers, in all other exchange transactions and contracts. In said transactions and contracts they shall be subject to such liability as attaches to such transactions.
History —Commerce Code, 1932, § 67.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter II - Exchange and Stock Brokers (§§ 1201 — 1206) › § 1202 - Liability

Stock brokers intervening in contracts of purchase and sale or in other cash or time transactions, shall be liable to the purchaser for the delivery of such securities as said transactions refer to, and to the vendor for payment of the price or indemnity agreed upon.
History —Commerce Code, 1932, § 68.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter II - Exchange and Stock Brokers (§§ 1201 — 1206) › § 1203 - Record of transaction

Stock brokers shall enter in their books in numerical and chronological order, all transactions in which they intervene.
History —Commerce Code, 1932, § 69.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter II - Exchange and Stock Brokers (§§ 1201 — 1206) › § 1204 - Memorandums to be reciprocally delivered

Stock brokers shall reciprocally deliver to each other a signed memorandum of each transaction agreed upon, on the same day on which such transaction is made. They shall deliver another signed memorandum to their principals; and the latter shall deliver a signed memorandum to their brokers, in which the principals shall state their conformity with the terms and conditions of the transaction.
Memorandums of policies delivered by brokers to their principals, and those reciprocally delivered by brokers to each other, shall be evidence against the brokers signing them, in all cases of claims arising from such memorandums or policies.
To determine such net amount as may be claimable, the Board of Directors of the exchange shall issue a certification showing such difference in cash as may result against the principal, as said difference appears from the memorandum of the transaction.
The conformity of the principals after their signatures have been acknowledged at a hearing, shall entail execution, provided the certification stated in the preceding paragraph, issued by the Board of Directors of the exchange, is presented.
History —Commerce Code, 1932, § 70.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter II - Exchange and Stock Brokers (§§ 1201 — 1206) › § 1205 - Liability for legality of securities dealt with

In addition to the obligations common to all commercial agents as enumerated in §§ 1182, 1183 and 1184 of this title, stock brokers shall be civilly liable for such industrial or commercial titles or securities as they may sell after a denunciation of the illegal origin of said securities is made public by the Board of Directors of the exchange.
History —Commerce Code, 1932, § 71.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter II - Exchange and Stock Brokers (§§ 1201 — 1206) › § 1206 - Powers and duties of Board of Directors

The president, or the person acting in his stead, and at least two members of the Board of Directors of the exchange, shall always be present at the meetings of the exchange in order to decide what may be proper in such cases as may arise.
The Board of Directors shall fix the rate of the monthly liquidations at the close of the exchange on the last day of each month, on the basis of the average quotations of the day.
The said Board shall be in charge of receiving the partial liquidations and of preparing the general monthly liquidation.
History —Commerce Code, 1932, § 72.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter III - Commercial Brokers (§§ 1221 — 1225) › § 1221 - Obligations

In addition to the obligations common to all commercial agents as said obligations are enumerated in § 1183 of this title, commercial brokers shall be bound:
(1) To answer at law for the authenticity of the signature of the last assignor in transactions involving bills of exchange or other endorsable securities.
(2) To take part in and certify contracts of purchase and sale, and to take part in and certify the delivery of the securities and payment therefor, provided the interested parties so demand.
(3) To get from the assignor and deliver to the assignee such endorsable bills of exchange or securities as may have been negotiated through him.
(4) To collect from the assignee and deliver to the assignor the value of such bills of exchange or endorsable securities as may have been negotiated.
History —Commerce Code, 1932, § 73.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter III - Commercial Brokers (§§ 1221 — 1225) › § 1222 - Records of transactions

Brokers shall make separate entries in their books of all transactions in which they have intervened, said entries to state the names and domiciles of the contracting parties, and the subject matter, terms, and conditions of the contracts.
In cases of sales, they shall state the quality, quantity, and price of the thing sold, the place and date of delivery, and the form in which the price is payable.
In cases of the negotiation of bills of exchange, they shall state the dates, places of issue and of payment, terms and due dates, names of the drawer, the endorser, the payer, the assignee, and the assignor, and the rate of exchange agreed upon.
In cases of insurance, and as regards the policy, besides the number and date thereof, they shall state the names of the underwriter and of the insured; the object of the insurance; the value thereof according to the contracting parties; the premium agreed upon, and, in the proper case, the place of loading and unloading, and a precise and exact designation of the vessel or of the means of transportation.
History —Commerce Code, 1932, § 74.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter III - Commercial Brokers (§§ 1221 — 1225) › § 1223 - Delivery of memorandum of agreement

On the day the contract is executed, brokers shall deliver to each of the contracting parties a signed memorandum containing a full statement of the agreement.
History —Commerce Code, 1932, § 75.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter III - Commercial Brokers (§§ 1221 — 1225) › § 1224 - Certificates

In cases in which, on account of the convenience of the parties, a written contract is executed, the broker shall place his certificate at the foot of the duplicates and shall keep the originals.
History —Commerce Code, 1932, § 76.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter III - Commercial Brokers (§§ 1221 — 1225) › § 1225 - Other functions

In concurrence with ship broker-interpreters, commercial brokers may perform the functions of the former by subjecting themselves to the provisions of §§ 1241—1243 of this title.
History —Commerce Code, 1932, § 77.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter IV - Ship Broker-Interpreters (§§ 1241 — 1243) › § 1241 - Duties

The duties of ship broker-interpreters are:
(1) To intervene in charter contracts, marine insurance contracts, and contracts of bottomry, when required to do so.
(2) To aid captains and supercargoes of foreign vessels and to act as their interpreters in making declarations and protests and in transacting such other business as they may have.
(3) To translate such documents as the aforesaid captains and supercargoes may have to present in public offices, provided there is doubt as to the intelligibility of said documents; and to certify that the transactions are well and faithfully made.
History —Commerce Code, 1932, § 78.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter IV - Ship Broker-Interpreters (§§ 1241 — 1243) › § 1242 - Additional obligations

It shall furthermore be the obligation of ship broker-interpreters to keep:
(1) A copying book for the translations they may make, entering the same literally.
(2) A register of the names of the captains to whom they render the services pertaining to their office, stating the flag, name, class, and tonnage of the vessels and the ports of departure and their destination.
(3) A daybook of the contracts of charter in which they take part, stating in each entry the name of the vessel, its flag, register, and tonnage; those of the captain and of the charterer; value and destination of the cargo; money in which it is to be paid; advances on the same, should there by any; the goods of which the cargo consists; conditions agreed upon between the charterer and captain regarding demurrage, and the date previously fixed on which to commence and finish loading.
History —Commerce Code, 1932, § 79.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART I - Merchants and Commerce in General (§§ 1001 — 1243) › Chapter 59 - Commercial Agents and Their Respective Obligations (§§ 1181 — 1243) › Subchapter IV - Ship Broker-Interpreters (§§ 1241 — 1243) › § 1243 - Copies of contracts

The ship broker-interpreters shall keep one copy of the contract or contracts which they may have been exeucted between the captain and the charterer.
History —Commerce Code, 1932, § 80.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1301 - Laws governing commercial contracts

Commercial contracts in so far as the requisites thereof are concerned, the modification, exception, interpretation, and extinction thereof, and the capacity of the contractors, shall be governed, in all that is not expressly established in this Code or in special laws, by the general rules of common law.
History —Commerce Code, 1932, § 81.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1302 - Commercial contracts, when valid; telegraphic correspondence, effect of; contracts made by telephone, effect of

Commercial contracts shall be valid and shall cause obligations and causes of action whatever may be the form and language in which they are executed, the class to which they belong, and the amount of the contract, provided their existence is shown by any of the means provided by civil law. However, the testimony of witnesses shall not in itself be sufficient to prove the existence of a contract the amount of which exceeds three hundred dollars ($300), unless such testimony concurs with other evidence.
Telegraphic correspondence shall cause obligations among such contracting parties as have used such means of contracting, provided the telegrams meet the conditions or contain such conventional signs as may have been previously agreed upon by the contracting parties, if such agreement was made; or provided the original telegrams contain the signatures of the persons transmitting them. In such cases as refer to securities, telegraphic correspondence shall not cause obligations, unless comprised in one of those two cases. With that exception, telegraphic correspondence shall also cause obligations when the aforementioned requisites are not met, provided it is proved to the satisfaction of the court that the original telegrams are left or caused to be left at the telegraph office by the persons transmitting them, although they may not appear to be signed by them.
Commercial contracts made orally by telephone, shall be valid and shall cause the consequences of verbal contracts.
History —Commerce Code, 1932, § 82.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1303 - Exceptions

The following are excepted from the provisions of § 1302 of this title:
(1) Such contracts as, pursuant to the provisions of this Code or of special laws, must be reduced to writing, or the validity of which requires certain necessary forms or formalities.
(2) Contracts executed in foreign countries where the law requires certain deeds, forms, or formalities before such contracts are valid, although such deeds, forms, or formalities may not be required by the laws of Puerto Rico.
In either case, contracts, not meeting the conditions respectively required, shall produce no obligation or cause of action.
—Commerce Code, 1932, § 83.
History
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1304 - Unlawful agreements

Unlawful agreements can not serve as the basis for any obligation or cause of action, even where they involve commercial transactions.
History —Commerce Code, 1932, § 84.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1305 - Contracts through correspondence

Contracts executed through correspondence shall be perfected from the time an answer is made accepting the proposition or the conditions by which the latter may be modified.
History —Commerce Code, 1932, § 85.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1306 - Contracts through correspondence—In which agents have taken part

Contracts in which an agent or broker mediates shall be perfected when the contracting parties shall have agreed to the conditions set forth.
History —Commerce Code, 1932, § 86.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1307 - Contracts through correspondence—Containing an indemnification clause

In a commercial contract containing an indemnification clause against the person who fails to comply therewith, the party aggrieved may take legal steps to demand the fulfillment of the contract or the indemnification stipulated; but in resorting to either of these two actions the other one shall be annulled unless there is an agreement to the contrary.
History —Commerce Code, 1932, § 87.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1308 - How contracts to be executed and complied with

Commercial contracts shall be executed and complied with in good faith according to the terms in which they were made and drafted, without evading the honest, proper, and usual signification of written or spoken words with arbitrary interpretations, nor limiting the effects which are naturally derived from the manner in which the contractors may have explained their wishes and contracted their obligations.
History —Commerce Code, 1932, § 88.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1309 - Differences in copies of contracts

Should any difference appear between the copies of a contract presented by the contracting parties and an agent or broker who shall have mediated in the execution thereof, what appears in the books of the latter shall be accepted as conclusive, provided they are kept in accordance with law.
History —Commerce Code, 1932, § 89.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1310 - Resolution of doubts

Should any doubts arise which cannot be decided in accordance with the provisions of § 1002 of this title, the question shall be decided in favor of the debtor.
History —Commerce Code, 1932, § 90.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1311 - Computation of time

In all computations of days, months, and years, a day shall be understood to mean twenty-four hours; months shall be computed as designated in the Gregorian calendar, and years shall be understood to mean three hundred and sixty-five days.
Such cases as are otherwise provided for in this Code or in special laws are expected.
History —Commerce Code, 1932, § 91.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1312 - Days of grace

Laws of grace, courtesy, and others, which under any designation whatsoever defer the fulfillment of commercial obligations, shall not be recognized, but only those which the parties may have previously fixed in the contract, or which are founded on a definite provision of law.
History —Commerce Code, 1932, § 92.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1313 - Obligations without a time limit

Obligations which do not have a limit previously fixed by the parties, or by the provisions of this Code, shall be demandable ten days after having been contracted, if they can only be the basis for an ordinary action, and on the next day if execution lies.
History —Commerce Code, 1932, § 93.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 71 - General Provisions (§§ 1301 — 1314) › § 1314 - Effects of delay, beginning of

The effects of delay in compliance with commercial obligations shall begin:
(1) In contracts in which a day is fixed for compliance therewith by the will of the parties or by law, on the day following the one on which they fall due.
(2) In contracts in which no such day is fixed, from the day on which the creditor legally makes demand upon the debtor or notifies him of the declaration of loss and damage made against him before a justice, notary, or other public official authorized to admit the same.
History —Commerce Code, 1932, § 94.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1341 - Commercial articles of association

Articles of association by which two or more persons obligate themselves to place in a common fund any property, industry, or any of these things, in order to obtain profit, shall be commercial, no matter what its class may be, provided it has been established in accordance with the provisions of this Code.
After a commercial association has been established, it shall have legal representation in all its acts and contracts.
History —Commerce Code, 1932, § 95.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1342 - Validity of contract

A commercial company contract executed according to the essential requisites of law shall be valid and binding among the parties thereto, no matter what the licit and honest form, conditions, and combinations thereof may be, provided they are authorized by this Code or by special laws.
History —Commerce Code, 1932, § 96.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1343 - Validity of contracts with commercial companies

Contracts executed between commercial associations and any other persons capable of binding themselves shall be valid and binding, provided the same are legal and honest, and that the requirements mentioned in the following section have been complied with.
History —Commerce Code, 1932, § 97.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1344 - Record of establishment and agreements, etc

Every commercial association before beginning business shall be obliged to record its establishment, agreements, and conditions in a public instrument, which shall be presented for record in the mercantile registry, in accordance with the provisions of § 1032 of this title.
Additional instruments which modify or alter in any manner whatsoever the original contracts of the association are subject to the same formalities, in accordance with the provisions of § 1039 of this title.
Partners cannot make private agreements, but all must appear in the articles of copartnership.
History —Commerce Code, 1932, § 98.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1345 - Liability for violation of law

The persons in charge of the management of the association who violate the provisions of the foregoing section shall be jointly responsible with the persons not members of the association with whom they may have transacted business in the name of the same.
History —Commerce Code, 1932, § 99.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1346 - Commercial companies governed by their articles

Commercial companies shall be governed by the clauses and conditions of their articles, and in all that is not determined and prescribed therein, by provisions of this Code.
History —Commerce Code, 1932, § 100.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter I - Manner of Establishing Companies and Their Kinds (§§ 1341 — 1347) › § 1347 - How established

As a general rule, partnerships and civil corporations shall be established under any of the following forms:
(1) As a general partnership in which all the partners collectively, and under a firm name, bind themselves to share the same rights and obligations in the proportion they may establish.
(2) As special partnerships in which one or several persons contribute a specific amount of capital to the common fund, to share in the results of the firm’s transactions carried out exclusively by others under a collective name.
(3) As a limited partnership regulated by a special law, in which the partners shall be liable for corporate liabilities with their payment or in which they shall be bound to contribute to the company or partnership. In the case of professional partnerships, the limited liability of each partner, shall not be extended to the obligations arising from the exercise of the profession.
Partnerships may also be established in corporate form in accordance with the special law expressly authorizing it.
History —Commerce Code, 1932, § 101; Aug. 20, 1996, No. 154, § 9.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1361 - Articles

The articles of general copartnership must state:
The names, surnames, and domiciles of the partners.
The firm name.
The names and surnames of the partners to whom the management of the firm and the use of its signature is intrusted.
The capital which each partner contributes in cash, credits, or property, stating the value given the latter or the basis on which their appraisement is to be made.
The duration of the copartnership.
The amounts which, in a proper case, are to be given to each managing partner annually for his private expenses.
There may be also included in the articles the other legal agreements and special conditions which the partners may wish to make.
History —Commerce Code, 1932, § 102.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1362 - Style

The general copartnership must transact business under the name of all its members, of several of them or of one only, it being necessary to add in the latter two cases to the name or names given the words “and company”.
This general name shall constitute the firm name or signature, in which there may never be included the name of a person who is not at the time a partner in the association.
Those who, not being members of the partnerships, include their names in the firm denomination shall be subject to joint liability, without prejudice to the penal liability which may be proper.
History —Commerce Code, 1932, § 103.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1363 - Liability of partners

All the members of the general copartnership, be they or be they not managing partners of the same, are personally and jointly liable with all their property for the results of the transactions consummated in the name and for the account of the partnership, under the signature of the latter, and by a person authorized to make use thereof.
History —Commerce Code, 1932, § 104.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1364 - Liability of partners not authorized

The partners not duly authorized to make use of the firm signature shall not make the company liable through their acts and contracts, even though they execute them in the name of the latter, and under its signature.
The civil or criminal liability for these acts shall be incurred exclusively by the authors thereof.
History —Commerce Code, 1932, § 105.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1365 - Right of management

If the management of the general copartnership has not been limited by a special instrument to one of its members, all of them shall have the right to take part in the direction and management of the common business, and the partners present shall come to an agreement with regard to all contracts or obligations in which the company may be interested.
History —Commerce Code, 1932, § 106.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1366 - Contracting new obligations

No new obligation shall be contracted against the will of one of the managing partners, should he have expressly stated it; but if, however, it should be contracted it shall not be annulled for this reason, and shall have its effects without prejudice to the liability of the partner or partners who contracted it to reimburse the firm for any loss occasioned by reason thereof.
History —Commerce Code, 1932, § 107.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1367 - Interference by partners

Should there be partners especially intrusted with the management, the other partners cannot oppose nor hinder them in the transaction of the business nor prevent the effects thereof.
History —Commerce Code, 1932, § 108.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1368 - Improper use of right to manage

When the special power to manage and to use the signature of the copartnership has been conferred in a special condition of the articles of copartnership, the person who obtains the same cannot be deprived thereof; but should the latter make an improper use of said power, and his management cause serious damage to the common capital, the rest of the partners may appoint from among themselves a comanager to take part in all transactions, or they may request the rescission of the articles before the judge or court of competent jursidiction, who shall declare them annulled should such damage be proven.
History —Commerce Code, 1932, § 109.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1369 - Examination of books, etc

In general copartnerships all the partners, be they managing partners or not, have a right to examine the condition of the administration and of the bookkeeping and to make the objections which they may consider proper, in accordance with the agreements contained in the articles of copartnership or in the general provision of law.
History —Commerce Code, 1932, § 110.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1370 - Transactions by partners in their own names

Transactions made by the partners in their own names and with their private funds shall not be communicated to the company nor shall it be liable therefor, provided they are of a kind that partners may legally make for their own account and risk.
History —Commerce Code, 1932, § 111.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1371 - Use of funds or signature for private purposes

The partners cannot apply the funds of the copartnership nor make use of the firm signature for business for their own account; and should they do so, they shall lose to the benefit of the company that part of the profit which in the transaction or transactions made in this manner may be due them, and the articles of copartnership insofar as they are concerned shall be annulled, without prejudice to the return of the funds they may have made use of, and to indemnify the copartnership for all loss and damage which it may have suffered.
History —Commerce Code, 1932, § 112.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1372 - Transactions by partners on their own account forbidden

The members of general copartnerships which are not engaged in any special branch of commerce cannot make transactions for their own account without the previous consent of the copartnership, which cannot refuse it without proving that it will suffer thereby manifest and pecuniary damage.
Partners who violate this provision shall contribute to the common funds the profit they may derive from these transactions and shall individually suffer the losses should there be any.
History —Commerce Code, 1932, § 113.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1373 - When partners may transact business on their own account

If the copartnership shall have determined in its articles of copartnership the branch of commerce in which it is to engage, the partners may legally transact any commercial business which they may desire, provided it does not belong to the kind of transactions the copartnership of which they are partners is engaged in, unless there is a special agreement to the contrary.
History —Commerce Code, 1932, § 114.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1374 - Industrial partners

Partners giving their services and not contributing any capital (socio industrial) cannot engage in any other business whatsoever, unless expressly permitted to do so by the company, and should they do so the partners furnishing the capital (socios capitalistas) may, at their option, remove them from the company, depriving them of the profits due them in the same, or they may enjoy the profits such partners may have obtained in violation of this provision.
History —Commerce Code, 1932, § 115.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1375 - Personal expenses of partners

In general or in limited copartnerships, no partner may remove or divert from the common funds a larger amount than that assigned to each one for his personal expenses; should he do so, he may be compelled to repay it as if he had not fully contributed the portion of the capital which he bound himself to contribute to the copartnership.
History —Commerce Code, 1932, § 116.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1376 - Division of profits

Should the articles of copartnership not state the portion of the profits to be received by each partner, said profits shall be divided pro-rata, in accordance with the interest each one has in the copartnership, partners who have not contributed any capital, but giving their services, receiving in the distribution the same amount as the partner who has contributed the smallest amount of capital.
History —Commerce Code, 1932, § 117.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1377 - Computation of losses

Losses shall be computed in the same proportion among the partners who have contributed the capital, without including those who have not, unless by special agreement the latter have been constituted as participants therein.
History —Commerce Code, 1932, § 118.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1378 - Payment of expenses of partners

The copartnership must pay to the partners the expenses they may incur, and indemnify them for the damages they may suffer, immediately and directly by reason of the business which the former may intrust to them; but it shall not be bound to indemnify them for the losses they may suffer by their own fault, through accident or on account of any other reason, independent of the business, during the time they may have been engaged in transacting the same.
History —Commerce Code, 1932, § 119.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1379 - Transfer of interest of partners

No partner can transfer to another person the interest he may have in the copartnership, nor can he substitute another person in his place for the discharge of the work under his charge in the management of the business of the partnership, without the previous consent of the other partners.
History —Commerce Code, 1932, § 120.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter II - General Copartnerships (§§ 1361 — 1380) › § 1380 - Loss to partnership by malice, etc

The damage suffered by the copartnership by reason of malice, abuse of authority, or serious negligence of duty on the part of one of the partners, shall obligate the person guilty thereof to indemnify it, should the other partners request it, provided an express or virtual approval or ratification of the act on which the claim is based cannot be deduced in any manner whatsoever.
History —Commerce Code, 1932, § 121.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter III - Limited Copartnerships (§§ 1391 — 1396) › § 1391 - Articles

The same statements shall be included in articles of limited copartnerships as are required for those of general copartnerships.
History —Commerce Code, 1932, § 122.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter III - Limited Copartnerships (§§ 1391 — 1396) › § 1392 - Style

Limited copartnerships must transact business under the name of all the members thereof, of several of them, or of one only, it being necessary to add in the latter two cases to the name or names given, the words “and company” and in all cases the words “limited copartnership”.
History —Commerce Code, 1932, § 123.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 73 - Commercial Companies (§§ 1341 — 1469) › Subchapter III - Limited Copartnerships (§§ 1391 — 1396) › § 1393 - Firm name

This general name shall constitute the firm name, in which there may never be included the names of special partners.
Should any special partner include his name or permit its inclusion in the firm name, he shall be subject, with regard to persons not members of the copartnership, to the same liabilities as the managing partners, without acquiring any more rights than those corresponding to him in his character of special partner.
History —Commerce Code, 1932, § 124.