P.R. Laws tit. 14, § 3968
(a) In connection with the formation of an LLC, a person is admitted as a member of the LLC upon the later to occur of:
(1) The formation of the LLC, or
(2) the time provided in and upon compliance with the LLCA or, if the LLCA does not so provide, when the person’s admission is reflected in the records of the LLC.
(b) After the formation of an LLC, a person is admitted as a member of the LLC:
(1) In the case of a person who is not an assignee of an LLC interest, including a person acquiring an LLC interest directly from the LLC and a person to be admitted as a member of the LLC without acquiring an LLC interest in the LLC at the time provided in and upon compliance with the LLCA or, if the LLCA does not so provide, upon the consent of all members and when the person’s admission is reflected in the records of the LLC;
(2) in the case of an assignee of an LLC interest, as provided in § 3995(a) of this title, and at the time provided in and upon compliance with the LLCA or, if the LLCA does not so provide, when any such person’s permitted admission is reflected in the records of the LLC, or
(3) except as otherwise provided in an agreement of merger or consolidation, in the case of a person acquiring an LLC interest from a surviving or resulting LLC, pursuant to a merger or consolidation approved in accordance with this subtitle, at the time provided in and upon compliance with the LLCA of the surviving or resulting LLC, in the event of any inconsistency, the terms of the agreement of merger or consolidation shall control; and in the case of a person acquiring an LLC interest pursuant to a merger or consolidation in which such LLC is not the surviving or resulting LLC, as provided in the LLCA of such non-surviving or non-resulting LLC.
(c) In connection with the domestication of a non-United States entity as an LLC in Puerto Rico or the conversion of an other entity to a DLLC in accordance with this subtitle, a person shall be admitted as a member of the LLC at the time provided in and upon compliance with the LLCA.
(d) A person may be admitted to an LLC as a member of the LLC and may receive an LLC interest in the LLC without making a contribution or being obligated to make a contribution to the LLC. Unless otherwise provided in an LLCA, a person may be admitted to an LLC as a member of the LLC without acquiring an LLC interest in the LLC. Unless otherwise provided in an LLCA, a person may be admitted as the sole member of an LLC without making a contribution or being obligated to make a contribution to the LLC or without acquiring an LLC interest in the LLC.
(e) Unless otherwise provided in an LLCA or another agreement, a member shall have no preemptive right to subscribe to any additional issue of LLC interests or another interest in an LLC.
History —Dec. 16, 2009, No. 164, § 19.18.