P.R. Laws tit. 14, § 3981
(a) Except as provided in an LLCA, a member is obligated to an LLC to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the LLC to contribute cash equal to that portion of the aggregated value (as stated in the records of the LLC) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the LLC may have against such member under the LLCA or applicable law.
(b) Unless otherwise provided in an LLCA, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this subtitle may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of an LLC who extends credit, after the entering into of an LLCA or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to an LLC may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of an LLC prior to the time the call occurs.
(c) An LLCA may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in an LLC, subordinating the member’s LLC interest to that of non-defaulting members, a forced sale of that LLC interest, forfeiture of the defaulting member’s LLC interest, the lending by other members of the amount necessary to meet the defaulting member’s commitment, a fixing of the value of the defaulting member’s LLC interest by appraisal or by formula and redemption or sale of the LLC interest at such value, or other penalty or consequence.
History —Dec. 16, 2009, No. 164, § 19.31.