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 VI - Dissolution (§§ 3997 — 4002) › § 3997 - Dissolution

(a) An LLC is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) At the time and date specified in an LLCA, but if no such time is set forth in the LLCA, then the LLC shall have a perpetual existence.
(2) Upon the happening of events specified in an LLCA.
(3) Unless otherwise provided in an LLCA, upon the affirmative vote or written consent of the members of the LLC or, if there is more than one (1) class or group of members, then by each class or group of members by members who own more than two-thirds (⅔) of the then-current percentage or other interest in the profits of the LLC owned by all of the members or by the members in each class or group, as appropriate.
(4) At any time there are no members; provided, that the LLC is not dissolved and is not required to be wound up if:
(A) Unless otherwise provided in an LLCA, within 90 days or such other period as is provided for in the LLCA after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the LLC and to the admission of the personal representative of such member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; provided, that an LLC may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the LLC and to the admission of the personal representative of such member or its nominee or designee to the LLC as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, or
(B) a member is admitted to the LLC in the manner provided for in the LLCA, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within 90 days or such other period as is provided for in the LLCA after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the LLCA that specifically provides for the admission of a member to the LLC after there is no longer a remaining member of the LLC.
(5) A decree of dissolution by a competent court under § 3998 of this title.
(6) The low-profit limited liability company fails to meet any of the requirements of § 3956(c) of this title and fails to file the necessary documentation to change its name to satisfy the requirements that govern the names of limited liability companies other than low-profit limited liability companies under § 3952 of this title.
(b) Unless otherwise provided in an LLCA, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of any other event that terminates the continued membership of any member shall not cause the LLC to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the LLC shall be continued without dissolution.
History —Dec. 16, 2009, No. 164, § 19.47; Dec. 22, 2015, No. 233, § 6, eff. 90 days after Dec. 22, 2015.