reglab/statecodes huggingface dataset:
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) › § 1394 - Liability of partners

All the members of the copartnership, be they or be they not managing partners of the limited copartnership, are jointly and severally liable for the results of the transactions of the latter in the same manner and to the same extent as in general copartnerships, as set forth in § 1363 of this title.
They shall furthermore have the same rights and obligations which are prescribed in the foregoing sections for partners in general copartnerships.
The liability of special partners for the obligations and losses of the copartnership shall be limited to the funds which they contributed or bound themselves to contribute to the limited copartnership, with the exception of the case mentioned in § 1393 of this title.
Special partners cannot take any part whatsoever in the management of the business of the copartnership, not even in the capacity of special agents of the managing partners.
History —Commerce Code, 1932, § 125.
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) › § 1395 - Provisions applicable

The provisions of § 1380 of this title shall be applicable to partners in limited copartnerships.
History —Commerce Code, 1932, § 126.
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) › § 1396 - Rights of special partners

Special partners cannot enquire into the condition and situation of the business of the partnership except at the times and under the penalties prescribed in the articles of copartnership or in additional ones.
Should the articles not contain any provision of this character the balance of the copartnership shall be communicated to the special partners at the end of the year without fail, exhibiting for a period not less than fifteen days the exact data and documents proving said balance and permitting the transactions to be understood.
History —Commerce Code, 1932, § 127.
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 IV - Shares of Special Partners (§§ 1411 — 1415) › § 1411 - Capital represented by shares

Such capital of special partnerships as belongs to the special partners may be represented by shares or other equivalent certificates.
History —Commerce Code, 1932, § 128.
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 IV - Shares of Special Partners (§§ 1411 — 1415) › § 1412 - Class of shares

Said shares shall be nominal.
History —Commerce Code, 1932, § 129.
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 IV - Shares of Special Partners (§§ 1411 — 1415) › § 1413 - Record of shares

Said shares shall be registered in a book kept for the purpose by the partnership, in which book successive transfers of the shares shall be entered.
History —Commerce Code, 1932, § 130.
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 IV - Shares of Special Partners (§§ 1411 — 1415) › § 1414 - Certificates of shares

Stock certificates shall always show the amount of capital paid in on their face value, or that they are fully paid for.
While said shares are not wholly paid for, their first subscriber or holder, his assignee, and each person succeeding the latter, if said shares are transferred, shall be severally liable, at the option of the managers of the partnership, for the unpaid balance. No agreement whatever may be made waiving said liability, so determined.
An action to enforce said liability having been instituted against any of the persons enumerated in the preceding paragraph, no new action shall be undertaken against another of the holders or assignees of said shares, except on evidence of the insolvency of the person first or previously proceeded against.
History —Commerce Code, 1932, § 131.
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 IV - Shares of Special Partners (§§ 1411 — 1415) › § 1415 - New series of shares

No new series of shares shall be issued until total payment has been made for such series as may have been previously issued. Any agreement to the contrary contained in the deed of partnership, and conflicting with this provision, shall be null and void.
History —Commerce Code, 1932, § 132.
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 V - Rights and Obligations of Partners (§§ 1431 — 1435) › § 1431 - Failure to contribute amount subscribed

If within the period agreed upon any member does not contribute to the common funds the amount of capital he has obligated himself to contribute, the association may choose between proceeding to obtain an execution against his property to recover the portion of capital not contributed, or to rescind the contract with regard to the member in default, retaining the amounts which have been paid into the common capital.
History —Commerce Code, 1932, § 133.
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 V - Rights and Obligations of Partners (§§ 1431 — 1435) › § 1432 - Delay in paying subscription

A member who, for any reason whatsoever, delays the full contribution of his capital, after the period fixed in the articles of association has elapsed, or should said period not have been fixed therein, from the time the fund is established, shall pay into the common funds the legal interest on the money he has not delivered at the proper time and the amount of the damages and losses he may have occasioned by reason of his default.
History —Commerce Code, 1932, § 134.
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 V - Rights and Obligations of Partners (§§ 1431 — 1435) › § 1433 - Appraisal of property contributed

When the capital or the part thereof which a partner is to contribute consists of property, the appraisement thereof shall be made in the manner prescribed in the articles of association, and should there be no special agreement on the matter the appraisement shall be made by experts selected by both parties and according to current prices, subsequent increases or reductions therein being for the account of the association.
In case of disagreement between the experts a third shall be designated, selected by lot from among persons of his class who appear as paying the highest taxes in the locality, in order that he may adjust the disagreement.
History —Commerce Code, 1932, § 135.
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 V - Rights and Obligations of Partners (§§ 1431 — 1435) › § 1434 - Right of partners to examine accounts

Managers of partnership shall not refuse to allow members thereof to examine vouchers of balances struck to show the condition of the partnership management, except as provided in § 1396 of this title.
History —Commerce Code, 1932, § 136.
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 V - Rights and Obligations of Partners (§§ 1431 — 1435) › § 1435 - Rights of creditors of partners

As regards the partnership, creditors of a partner shall have no right, even in case of said partner’s failure, other than the right to attach and receive such sums as may pertain to the debtor partner by reason of profits or liquidation.
History —Commerce Code, 1932, § 137.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1451 - Partial rescission of articles of copartnership, when proper

The partial rescission of the articles of general and limited commercial copartnerships shall be proper in any of the following cases:
(1) When a partner makes use of the common capital and of the firm name for private business.
(2) When a partner interferes in the management of the company who has no right to do so, according to the conditions of the articles of copartnership.
(3) When any partner intrusted with the management commits a fraud in said management or in the bookkeeping of the copartnership.
(4) When any partner fails to contribute to the common capital the amount stipulated in the articles of copartnership, after having been requested to do so.
(5) When a partner transacts commercial business for his own account, which is not lawful in accordance with the provisions of §§ 1372, 1373, and 1374 of this title.
(6) When a partner who is under the obligation to render personal services to the copartnership absents himself, after having been requested to return and comply with his duties, and does not do so or does not give a good reason which temporarily prevents him from returning.
(7) When one or more partners do not comply, in any manner whatsoever, with the obligations imposed in the articles of copartnership.
History —Commerce Code, 1932, § 138.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1452 - Effect of partial rescission

The partial rescission of the copartnership will produce the annulment of the articles in so far as the responsible partner is concerned, who shall be considered as excluded therefrom, requiring him to pay the amount of the loss which may correspond to him, should there be any, and the copartnership shall be authorized to retain, without allowing him to participate in the profits or giving him any indemnification, the funds he may have contributed to the common capital, until all the transactions pending at the time of the rescission have been concluded and liquidated.
History —Commerce Code, 1932, § 139.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1453 - Liability of excluded partner

The liability of the partner excluded as well as that of the copartnership for all acts and obligations contracted in the name and for the account of the latter, with regard to third persons, shall continue until the record of the partial rescission of the articles of copartnership has been made in the mercantile registry.
History —Commerce Code, 1932, § 140.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1454 - Dissolution

Partnerships constituted in accordance with this Code shall be wholly dissolved for the following reasons:
(1) Expiration of the term stipulated in the partnership contract;
(2) entire loss of capital;
(3) failure of the partnership;
(4) death of one of the general partners, unless the partnership contract contains an express agreement providing that the heirs of the deceased partners shall continue in the partnership, or that the partnership shall be continued by the surviving partners;
(5) insanity or other cause producing the incapacity of a managing partner to manage his property;
(6) bankruptcy of any of the general partners.
History —Commerce Code, 1932, § 141.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1455 - Extension not implied

Commercial associations shall not be considered as extended by the implied or presumed will of the members after the period for which they were constituted has elapsed; and if the members desire to continue in partnership they shall draw up new articles, subject to all the formalities prescribed for their establishment, according to the provisions of section 1344 of this title.
History —Commerce Code, 1932, § 142.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1456 - Opposition to dissolution

In general or limited copartnerships, established for an indefinite period, if any of the partners requests its dissolution, the other partners cannot oppose it except for reasons of bad faith on the part of the person suggesting it.
It shall be understood that a partner acts in bad faith with regard to the dissolution of the copartnership when he would thereby derive a personal profit which he would not receive should the copartnership continue.
History —Commerce Code, 1932, § 143.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1457 - Conclusion of pending transactions

A member who retires from a partnership of his own accord or who suggests its dissolution can not prevent pending transactions from being concluded in the manner most convenient to the common interest, and until such transactions are concluded the division of the property and goods of the copartnership shall not take place.
History —Commerce Code, 1932, § 144.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1458 - Rights of third parties

The dissolution of a commercial association, which is brought about through any cause other than the termination of the period for which it was constituted, shall not prejudice third parties until it has been recorded in the mercantile registry.
History —Commerce Code, 1932, § 145.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1459 - Liquidation and division of common capital

In the liquidation and division of the common capital the rules established in the articles of association shall be observed, and should there be none, the rules contained in the following sections.
History —Commerce Code, 1932, § 146.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1460 - Limitation of powers

From the time an association is declared in liquidation the authority of the managing members to make new contracts and obligations shall cease, their powers being limited as liquidators to collecting the credits of the association, to extinguishing the obligations previously contracted as they fall due, and to the consummation of pending transactions.
History —Commerce Code, 1932, § 147.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1461 - Managers to continue as liquidators, when

In general or limited copartnerships, should there be no opposition on the part of any of the partners, the persons who managed the common funds shall continue in charge of the liquidation; but should all the partners not agree thereto a general meeting shall be called without delay, and the decision adopted at the same shall be enforced with regard to the appointment of liquidators from among the members of the association or not, as well as in all that refers to the form and procedure to be followed in the liquidation and the management of the common funds.
History —Commerce Code, 1932, § 148.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1462 - Duties of liquidators

Under the penalty of removal, the liquidators shall:
(1) Draw up and communicate to the members, within the period of twenty days, an inventory of the common property, with a balance of the association in liquidation, according to its books.
(2) Communicate in the same manner to the members every month the condition of the liquidation.
History —Commerce Code, 1932, § 149.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1463 - Liability for losses

The liquidators shall be liable to the members for any loss suffered by the common funds on account of fraud or serious negligence in the discharge of their duty, but are not authorized to transact business nor to compromise the common interests, unless the members have expressly granted them these privileges.
History —Commerce Code, 1932, § 150.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1464 - Division of common funds

At the conclusion of the liquidation and when the time has come to make the division of the common funds, according to the classification made by the liquidators or by the meeting of members, which any of them can request to be held for this purpose, the liquidators shall make the division within the period decided upon at the meeting.
History —Commerce Code, 1932, § 151.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1465 - Objection to division

If any of the members considers himself unjustly treated in the division made, he may exercise his rights before the judge or court of competent jurisdiction.
History —Commerce Code, 1932, § 152.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1466 - Representation of minors, etc., in liquidation

In the liquidation of commercial associations in which minors or incapacitated persons are interested, the father, mother, or guardian of the latter, as the case may be, shall act with full powers, as though a private transaction were involved, and all the proceedings instituted and consented to by said representatives for their principal shall be valid and irrevocable without previlege of restitution and without prejudice to the liability the former may contract with regard to the latter by reason of their carelessness or negligence.
History —Commerce Code, 1932, § 153.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1467 - When delivery of capital demandable

No member can demand the delivery of the capital due him from the common funds until all the debts and obligations of the association have been extinguished, or until the amount thereof has been deposited, if the delivery cannot take place at once.
History —Commerce Code, 1932, § 154.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1468 - Deduction of personal expenses

There shall be deducted from the first divisions made among the members the sums they may have received for personal expenses or which have been advanced them by the company for any other reason whatsoever.
History —Commerce Code, 1932, § 155.
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 VI - Expiration and Liquidation of Commercial Companies (§§ 1451 — 1469) › § 1469 - Private property of partners

The private property of the general partners which is not included in the assets of the copartnership when it is established cannot be seized for the payment of the obligations contracted by the copartnership until after the common assets have been attached.
History —Commerce Code, 1932, § 156.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 75 - Joint Accounts (§§ 1491 — 1495) › § 1491 - Defined

Merchants may have an interest in the transactions of other merchants, contributing thereto the amount of capital they may agree upon, and participating in the favorable or unfavorable results of such transactions in the proportion which may be fixed.
History —Commerce Code, 1932, § 157.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 75 - Joint Accounts (§§ 1491 — 1495) › § 1492 - Formalities

Joint accounts shall not be subject, with regard to their formation, to any formality, and may be privately contracted by word or in writing, and their existence may be proved by any of the means accepted in law, in accordance with the provisions of § 1302 of this title.
History —Commerce Code, 1932, § 158.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 75 - Joint Accounts (§§ 1491 — 1495) › § 1493 - Name

In the transactions treated of in the two foregoing sections, no commercial name common to all the participants can be adopted, nor can any further direct credit be made use of except that of the merchant who transacts the business and who manages in his own name and under his individual responsibility.
History —Commerce Code, 1932, § 159.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 75 - Joint Accounts (§§ 1491 — 1495) › § 1494 - Rights of action against

Persons transacting business with the merchant carrying on the joint business shall only have a right of action against him and not against the other persons interested, and the latter, on the other hand, shall have no right of action against the third person who consummates the transaction with the manager unless the manager formally assigns his rights to them.
History —Commerce Code, 1932, § 160.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 75 - Joint Accounts (§§ 1491 — 1495) › § 1495 - Liquidation

Except in case of an agreement to the contrary, the liquidation shall be made by the manager, who shall render vouched account of the result of the transactions when the same have been concluded.
History —Commerce Code, 1932, § 161.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1521 - Commercial commission, defined

As a commercial commission shall be considered that which involves a commercial act or transaction and in which the principal or the agent is a merchant or commercial broker.
History —Commerce Code, 1932, § 162.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1522 - Mode of discharge

The agent may discharge the commission, acting in his own name or in that of the principal.
History —Commerce Code, 1932, § 163.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1523 - Liability of agent and principal

When the agent transacts business in his own name, it shall not be necessary for him to state who is the principal and he shall be directly liable, as if the business were for his own account, to the persons with whom he transacts the same, said persons not having any right of action against the principal, nor the latter against the former, the liabilities of the principal and of the agent to each other always being reserved.
History —Commerce Code, 1932, § 164.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1524 - Disclosure of name of principal

If the agent transacts business in the name of the principal, he must state that fact; and if the contract is in writing, he must state it therein or in the subscribing clause, giving the name, surname, and domicile of said principal.
In the case prescribed in the foregoing article, the contract and the actions arising therefrom shall be effective between the principal and the person or persons who may have transacted business with the agent; but the latter shall be liable to the persons with whom he transacted business so long as he does not prove the commission, if the principal should deny it, without prejudice to the obligation and proper actions between the principal and agent.
History —Commerce Code, 1932, § 165.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1525 - Refusal of commission by agent

In case an agent should refuse the commission intrusted to him, he shall be obliged to communicate his decision to the principal by the quickest means possible being required in any case to confirm it by the first mail after receiving the commission.
He shall also be obliged to exercise due care in the custody and preservation of the merchandise which the principal may have forwarded to him until the latter appoints a new agent, in view of his refusal, or until, without awaiting a new designation, the judge or court has taken possession of the goods at the request of the agent.
Noncompliance with any of the obligations established in the two foregoing paragraphs shall render the agent liable for indemnity to the principal for the loss and damages which may arise.
History —Commerce Code, 1932, § 166.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1526 - When commission considered accepted

The commission shall be understood as accepted whenever the agent takes any action in the discharge of the commission intrusted to him by the principal which is not limited to the action mentioned in the second paragraph of the foregoing section.
History —Commerce Code, 1932, § 167.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1527 - Commissions calling for disbursement of funds

The discharge of commissions requiring the disbursement of funds shall not be compulsory, even though they have been accepted, until the principal places the sum necessary for the purpose at the disposal of the agent.
The agent may also suspend the taking of further action with regard to the commission intrusted to him when, after having made use of the sums received, the principal should refuse to forward the further funds requested by the former.
History —Commerce Code, 1932, § 168.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1528 - When agent required to supply funds

If an agreement has been made to advance the funds necessary for the discharge of the commission, the agent shall be obliged to supply them, except in case of the suspension of payments or bankruptcy of the principal.
History —Commerce Code, 1932, § 169.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1529 - Liability for failure to execute commission

The agent who, without legal cause, does not fulfill the commission accepted or the discharge of which he has begun to carry out, shall be liable for all the damages the principal may suffer by reason thereof.
History —Commerce Code, 1932, § 170.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1530 - Liability of principal

After a contract has been made by the agent with all the legal formalities, the principal must accept all the consequences of the commission, reserving the right of action against the agent by reason of error or omission committed in its fulfillment.
History —Commerce Code, 1932, § 171.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1531 - Observance of instructions; effect

The agent who, in the discharge of his commission acts in accordance with the instructions received from the principal, shall be exempted from all liability to the same.
History —Commerce Code, 1932, § 172.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1532 - When agent to consult principal

In so far as matters not expressly foreseen and provided for by the principal are concerned, the agent shall consult him, provided this is permitted by the nature of the business.
But should the agent be authorized to proceed according to his judgment, or the consultation be not possible, he shall proceed with prudence and in accordance with commercial customs, acting in the business as if it were his own. Should an unforeseen accident make the execution of the instructions received hazardous or prejudicial, in the judgment of the agent, he may suspend the fulfillment of the commission, communicating the reasons for his action to the principal by the speediest means of communication.
History —Commerce Code, 1932, § 173.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1533 - Liability if instructions not followed

In no case shall the agent proceed against an express order of the principal, being liable for all the losses and damages he may occasion by reason thereof.
Similar liability shall be incurred by an agent in cases of malice or of abandonment.
History —Commerce Code, 1932, § 174.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1534 - Responsibility of agent for cash held by him

An agent shall always be responsible for the cash he may have in his hand by reason of the commission.
History —Commerce Code, 1932, § 175.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1535 - Liability of agent for transacting business under onerous conditions

An agent who, without express authorization of the principal, should transact any business at prices or under conditions which are more onerous than the current market rates or the date on which it took place, shall be liable to the principal for the loss he may have caused him thereby, a statement to the effect that he made transactions at the same time for his own account under similar circumstances not being admissible as an excuse.
History —Commerce Code, 1932, § 176.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1536 - Observance of laws

An agent must observe the provisions of the laws and regulations with regard to the transaction which has been intrusted to him, and shall be liable for the result of their violation or omission. If he acts under the express order of the principal, the liabilities which may arise shall be incurred by both conjointly.
History —Commerce Code, 1932, § 177.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1537 - Communication of information to principal

The agent shall frequently communicate to the principal the information which may be of importance to a successful result of the transaction, informing him of the contracts he may have executed by the mail of the same or of the next day on which they took place.
History —Commerce Code, 1932, § 178.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1538 - Personal discharge of commissions

The agent shall personally discharge the commissions he may receive, and cannot delegate them without the prior consent of the principal, unless he has been previously authorized to make the delegation; but he may under his own responsibility make use of his employees in ordinary matters which, according to general commercial customs, are intrusted to subordinates.
History —Commerce Code, 1932, § 179.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1539 - Substitution with authority

If the agent should have made a delegation or substitution with the authority of the principal he shall be liable for the acts of the substitute, if the person to whom the business was delegated was selected by him, being otherwise released from responsibility.
History —Commerce Code, 1932, § 180.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1540 - Accounting for sums received

An agent is required to render, in accordance with his books, a specific and proper account of the amounts he received for the commission, returning to the principal, at the time and in the manner prescribed by him, the surplus which appears in his favor.
In case of tardiness he shall pay the legal rate of interest.
The loss of surplus funds shall be suffered by the principal, provided the agent has observed the instructions of the former with regard to their return.
History —Commerce Code, 1932, § 181.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1541 - Improper use of funds received for commission

An agent who, having received funds to discharge a commission, invests them in or uses them for a purpose other than that of the commission, shall pay the constituent the principal and its legal interest, and shall be liable from the date on which he received the same, for the loss and damage caused by reason of noncompliance with the commission, without prejudice to the criminal action which may be proper.
History —Commerce Code, 1932, § 182.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1542 - Responsibility for goods and merchandise

The agent shall be responsible for the goods and merchandise he may receive subject to the terms, conditions and descriptions he has been informed of in the consignment, unless he shows upon receiving the same, the averages and deterioration it has suffered, comparing its condition with the contents of the bill of lading or charter or of the instructions received from the principal.
History —Commerce Code, 1932, § 183.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1543 - Merchandise held for account of another

An agent who has in his possession merchandise or goods for the account of another person, shall be responsible for their preservation in the condition in which he received the same. This responsibility shall cease when their destruction or impairment is due to accidental causes, force majeure, lapse of time, or by a defect in the article.
In cases of total or partial loss on account of lapse of time or defect in the goods, the agent shall be obliged to prove the impairment of the merchandise in a legal manner, informing the principal thereof as soon as it is observed.
History —Commerce Code, 1932, § 184.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1544 - Agent cannot dispose of goods without license

No agent shall purchase for himself nor for another person what has been given him to sell, nor shall he sell what he has been requested to purchase, without the permission of the principal.
He shall furthermore not be permitted to change the marks on the goods he may have purchased or sold for the account of another.
History —Commerce Code, 1932, § 185.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1545 - Distinction of goods bearing same mark

Agents cannot handle goods of the same kind belonging to different parties, bearing the same mark, without distinguishing them by a countermark, in order to avoid confusion and for the purpose of designating the respective property of each principal.
History —Commerce Code, 1932, § 186.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1546 - Change in goods

If the goods intrusted to an agent should suffer any change, making their sale urgent in order to save as much as possible of their value, and the haste were such that there is no time to advise the principal and await his orders, the agent shall apply to the judge or court of competent jurisdiction, who shall authorize the sale with the formalities and precautions he may consider most beneficial to the principal.
History —Commerce Code, 1932, § 187.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1547 - Loans or sales in installments—Generally

An agent cannot, without authority from the principal, loan or sell on credit or on time, the principal being permitted in such cases to require cash payment of the agent, who shall be entitled to any interest, profit, or advantage which may arise from the transactions.
History —Commerce Code, 1932, § 188.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1548 - Loans or sales in installments—With authority

If an agent, under due authorization, sells on time, he must so state it in the account or in the communication to the principal, informing him of the names of the purchasers; and should he not do so, the sale shall be considered as made for cash, insofar as the principal is concerned.
History —Commerce Code, 1932, § 189.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1549 - Effect of payment of guaranty commission

If an agent receives for a sale besides the ordinary commission a commission called a guaranty commission, the risks of the collection shall be for his account, he being obliged to pay the principal the proceeds of the sale at the same periods as agreed upon with the purchaser.
History —Commerce Code, 1932, § 190.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1550 - Liability for failure to collect credits when demandable

An agent who does not make the collection of the credits of his principal at the time they are demandable, shall be liable for the losses arising from his omission or delay unless he proves that he at the proper time made use of the legal remedies to recover the payment.
History —Commerce Code, 1932, § 191.
2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 2 - Commerce Code (§§ 1001 — 1950) › PART II - Commercial Contracts (§§ 1301 — 1867) › Chapter 77 - Commercial Commission (§§ 1521 — 1591) › Subchapter I - Agents (§§ 1521 — 1557) › § 1551 - Insurance

An agent who is intrusted with the shipment of merchandise, and who has received orders to insure the same, shall be liable, should he not do so, for the damage said merchandise may suffer, provided the funds necessary for the payment of the premium have been furnished, or provided he has obligated himself to advance them and should not have immediately advised the principal of his inability to do so.
If during the risk the underwriter is a declared bankrupt it shall be the duty of the agent to renew the insurance, unless the principal has given him orders to the contrary.
History —Commerce Code, 1932, § 192.