2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 241 - Fees Payable and Limited Liability Company Tax Liabilities (§§ 4041 — 4044) › § 4043 - Tax liability

(a) For purposes of any tax levied by the Commonwealth of Puerto Rico or any instrumentalities, agencies or political subdivisions thereof, an LLC formed under this subtitle or an LLC authorized to do business in Puerto Rico shall be deemed to be a corporation as provided in § 8697(a)(2) of Title 13, known as the “Puerto Rico Internal Revenue Code of 1994”, and may avail itself of the benefits granted to special partnerships in §§ 8630—8658 of Title 13. Any qualified LLC shall be allowed to choose pursuant to the provisions of §§ 8670—8689 of Title 13, which regulates the operations of corporations of individuals.
(b) Every DLLC and every FLLC authorized to do business in Puerto Rico shall pay an annual one hundred dollar ($100) fee to the Secretary of State, whether over the Internet when the service becomes available or in the offices of the Department of State, which shall be used by the Secretary for the implementation of this subtitle.
(c) The annual fees established in subsection (b) of this section shall be payable on April 15 of each year following the closing of each calendar year or upon the cancellation of a certificate of formation. If the annual fees are not paid on their due date, such fees shall accrue interest at a monthly rate of one and one-half percent (1½ %) until fully paid.
(d) In the event that a DLLC or FLLC refuses or fails to pay the annual fees as provided in this section, it shall pay a penalty of one hundred dollars ($100) in addition to any fees that have become due, which sum shall be subject to interest and payable as provided in this section.
(e) In case a DLLC or FLLC has failed to comply with its obligation to pay the fees established in this section, or in the event that its registered agent dies, resigns, refuses to act as such, is not present in Puerto Rico or cannot with due diligence be found, it shall be lawful while in default to serve process against such DLLC or FLLC through the Secretary of State as provided and shall be effective pursuant to § 3955 of this title in the case of a DLLC and § 4027 of this title in the case of an FLLC.
(f) The annual fees and any other penalty set forth in this section may be demanded in the courts as payment of debt of an LLC. It shall also be deemed a preferred debt in the case of insolvency of the LLC.
(g) A DLLC or FLLC that neglects, refuses or fails to pay the annual fee shall cease to be in good standing and authorized to do business, as the case may be, in Puerto Rico.
(h) A DLLC or an FLLC that has ceased to be in good standing or that has ceased to be authorized to do business by reason of the failure to pay the annual fees as provided in this section, shall be revived to and have the status of a DLLC or FLLC in good standing or that is authorized to do business upon the payment of the annual fees and all penalties and interest thereon for each year or portion thereof for which it failed to comply with its obligation to pay said annual fees. At the time of said revival, the fees provided in § 4041(a)(3) of this title shall be paid.
(i) In the event that the fees established in this section are not paid for three (3) consecutive years, the Secretary of Justice shall file motu proprio or upon request of the Secretary of State, a motion with the Court of First Instance for it to order the DLLC or FLLC that has not paid the fees to restrain from conducting any act or transaction in Puerto Rico or any other place until the fees, fines, and penalties accrued under this section have been paid as well as the costs of said action, which shall be determined by the court. This order shall be served to the affected party in the manner provided by the court within five (5) days of filing the motion, once the court finds that it is proper. Once the court grants the injunction, the LLC shall not do business or transactions until the court removes the injunction.
(j) A DLLC that has ceased to be in good standing by reason of its failure to pay the annual fees shall continue to be a DLLC formed under this subtitle. The Secretary of State shall not accept the filing of any certificate (except a certificate of resignation of a registered agent when a successor registered agent has not been appointed) that could be filed under this subtitle, nor shall issue a certificate of good standing with respect to said DLLC or FLLC, that has lost its good standing or its authorization to do business for failure to pay the annual fees as provided in this section, until said DLLC or FLLC has been restored its good standing or is authorized to do business in Puerto Rico upon payment of the fees, penalties, and interests due pursuant to the provisions of this section.
(k) A DLLC that has ceased to be in good standing or an FLLC that has ceased to be authorized to do business in Puerto Rico for its failure to pay the annual fees as provided in this section, shall not initiate any action, suit or proceeding in any court of Puerto Rico until said DLLC has been restored to the status of good standing or an FLLC authorized to do business in Puerto Rico. An action, suit or proceeding may not be initiated in any court of Puerto Rico by any successor or assignee or by the person who has acquired all or substantially all the assets of the entity, of said LLC, that arises from any transaction of said entity after it has ceased to be in good standing or authorized to do business, until all the fees, penalties and interest have been paid.
(l) The failure to pay the annual fees of a DLLC or FLLC shall not impair the validity of contracts, deeds, mortgages, security interests, liens or acts of said DLLC or FLLC or prevent said DLLC or FLLC from defending any action, suit or proceeding before any court in Puerto Rico.
(m) A member or manager of a DLLC or FLLC shall not be liable for the debts or obligations of a DLLC or FLLC solely by reason of refusal or failure to pay the annual fees, established in this section, or because said DLLC or FLLC ceases to be in good standing or authorized to do business in Puerto Rico.
History —Dec. 16, 2009, No. 164, § 21.03; June 12, 2010, No. 60, § 7.