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) › § 3956 - Nature of businesses permitted; powers

(a) A limited liability company may be established under this chapter to carry out or promote any lawful business or purpose, whether or not for profit, except those proscribed by the Constitution and the laws of the Commonwealth. Likewise, a limited liability company and its members may exercise the powers listed in Chapter 222 of this subtitle. Moreover, a limited liability company and its members may render the services listed in §§ 3921 and 3922 of this title, subject to the limitations provided in §§ 3925 and 3926 of this title. A limited liability company and its members shall also have and may exercise all the powers and privileges granted by this or any other subtitle, or by the limited liability company agreement, in addition to those other powers incidental thereto, provided that said powers and privileges are necessary or convenient to carry out or promote the businesses or purposes set forth in the certificate of incorporation.
(b) Notwithstanding any provision of this chapter, without limiting the general powers enumerated in subsection (a) of this section, a limited liability company shall, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, have the power and authority to make contracts of guaranty and surety and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing.
(c) Notwithstanding the provisions of this chapter, a low-profit limited liability company is a limited liability company that at all times operates for a business purpose that satisfies each of the following requirements:
(1) The limited liability company (A) significantly furthers the accomplishment of one or more of the purposes established in Section 170(c)(2)(B) of the Internal Revenue Code, and (B) would not have been formed but for the company’s relationship to the accomplishment of one or more of such purposes;
(2) No significant purpose of the limited liability company is the production of income or the appreciation of property; provided, however, that the fact that a person produces significant income or property appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and
(3) No purpose of the limited liability company is to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code.
If a limited liability company that has met the requirements of clauses (1) to (3) of this section in its organization subsequently fails to satisfy one or more of said requirements, the company shall immediately cease to be a low-profit limited liability company; Provided, That if a company continues to meet all the other requirements of this chapter, it shall continue to exist as a limited liability company; provided, that within a term of sixty (60) days, the company shall change its name to meet the requirements of a limited liability company other than a low-profit limited liability company under § 3952 of this title.
A low-profit limited liability company or LPLLC shall comply with the provisions of Chapter 243 that are not inconsistent with this chapter.
History —Dec. 16, 2009, No. 164, § 19.06; Dec. 22, 2015, No. 233, § 5, eff. 90 days after Dec. 22, 2015.