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) › § 3964 - Domestication of non-United States entities

(a) As used in this section, “non-United States entity” means a foreign limited liability company (other than one formed under the laws of a State) or a corporation, a business trust or association, a real estate investment trust, or any other unincorporated business, including a partnership (be it general, including a limited liability partnership) or limited (including a limited liability limited partnership) formed, incorporated, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).
(b) Any non-United States entity may become domesticated as a limited liability company in Puerto Rico by complying with subsection (g) of this section and filing in the office of the Secretary of State in accordance with the provisions of Chapter 221 of this subtitle for foreign corporations:
(1) A certificate of limited liability company domestication that has been executed by one (1) or more authorized persons in accordance with Chapter 221 of this subtitle for certificates of incorporation, and
(2) a certificate of formation that complies with § 3962 of this title and has been executed by one (1) or more authorized persons in accordance with Chapter 221 of this subtitle for incorporators.
(c) The certificate of limited liability company domestication shall state:
(1) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created or otherwise came into being;
(2) the name of the non-United States entity immediately prior to the filing of the certificate of limited liability company domestication;
(3) the name of the limited liability company as set forth in the certificate of formation filed in accordance with subsection (b) of this section;
(4) the future effective date or time (which shall be a date or time certain) of the domestication as a limited liability company if it is not to be effective upon the filing of the certificate of limited liability company domestication and the certificate of formation, and
(5) the jurisdiction that constituted the seat, siege social, principal place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable laws, immediately prior to the filing of the certificate of limited liability company domestication.
(d) Upon the filing in the office of the Secretary of State of the certificate of limited liability company domestication and the certificate of formation or upon the future effective date or time of the certificate of limited liability company domestication and the certificate of formation, the non-United States entity shall be domesticated as a limited liability company in Puerto Rico, 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 non-United States entity commenced its existence in the jurisdiction in which the non-United States entity was first formed, incorporated, created or otherwise came into being.
(e) The domestication of any non-United States entity as a limited liability company in Puerto Rico shall not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior to its domestication as a limited liability company in Puerto Rico, or the personal liability of any person therefor.
(f) The filing of a certificate of limited liability company domestication shall not affect the choice of law applicable to the non-United States entity, except that from the effective date or time of the domestication, the laws of Puerto Rico, including the provisions of this subtitle, shall apply to the non-United States entity to the same extent as if the non-United States entity had been formed as a limited liability company on that date.
(g) Prior to filing a certificate of limited liability company domestication with the Secretary of State, the domestication 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 non-United States entity and the conduct of its business or by applicable non-Puerto Rico law, as appropriate, and a limited liability company agreement shall be approved by the same authorization required to approve the domestication.
(h) When any domestication shall have become effective pursuant this section, for all purposes of the laws of Puerto Rico, all of the rights, privileges and powers of the non-United States entity that has been domesticated, and all property, real, personal and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, shall remain vested in the domestic limited liability company to which such non-United States entity has been domesticated 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 non-United States 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 non-United States entity shall be preserved unimpaired, and all debts, liabilities and duties of the non-United States entity that has been domesticated shall remain attached to the domestic limited liability company to which such non-United States entity has been domesticated, 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. The rights, privileges, powers and interests in property of the non-United States entity, as well as the debts, liabilities and duties of the non-United States entity, shall not be deemed, as a consequence of the domestication, to have been transferred to the domestic limited liability company to which such non-United States entity has domesticated for any purpose of the laws of Puerto Rico.
(i) When a non-United States entity has become domesticated as 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 domesticating non-United States entity. Unless otherwise agreed, or pursuant to the provisions of the applicable non-Puerto Rico laws, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity, but rather the continuance of the existence of the domesticating non-United States entity in the form of a domestic limited liability company. If, following domestication, a non-United States entity that has become domesticated as a limited liability company continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the limited liability company and such non-United States entity shall, for all purposes of the laws of Puerto Rico, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of Puerto Rico and the laws of such foreign country or other foreign jurisdiction.
(j) In connection with a domestication conducted in accordance with this section, the rights or securities of, or interests in, the non-United States entity that is to be domesticated as a domestic limited liability company may be exchanged for or converted into cash, property, 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, rights or securities of, or interests in, another domestic limited liability company or other entity or may be cancelled.
History —Dec. 16, 2009, No. 164, § 19.14.