P.R. Laws tit. 31, § 4372
The partners shall not be jointly and severally liable for the partnership’s debts, and no one can hold the other liable for a personal act, if the power to do so has not been conferred on him.
The partnership shall not be held liable to a third party for acts that a partner has performed in his own name or without the partnership’s authority to do so; but it is liable to the partner in whatever way said acts have resulted in benefit thereof.
The provisions of this section are understood to be without prejudice of what is established in Rule 1 of § 4357 of this title.
Notwithstanding the provisions in any other part of this Code, the partners who form a “special partnership” created under applicable laws in force, and in compliance with all the requirements of Supplement “P” of Chapter 3 of Act No. 91 of June 29, 1954, as amended, known as the “Income Tax Act of 1954”, or Subchapter K of Chapter 3 of Act No. 120 of October 31, 1994, known as the “Puerto Rico Internal Revenue Code of 1994”, and which state so in their name with the Spanish acronym “S.E” after the name of the partnership, shall not be liable with their personal patrimony for the debts and obligations of the partnership beyond their contribution to the special partnership, in the event that the partnership’s patrimony is insufficient to cover the same. Nothing of the herein provided shall be construed to limit the obligations of a partner for his/her personal actions.
History —Civil Code, 1930, § 1589; Sept. 27, 1985, No. 3, p. 832; July 19, 1997, No. 37, § 1.