P.R. Laws tit. 14, § 3993
(a) An LLC interest is assignable in whole or in part except as provided in an LLCA. The assignee of a member’s LLC interest shall have no right to participate in the management of the business and affairs of an LLC, except as provided in an LLCA or, subject to:
(1) The approval of all of the members of the LLC other than the member assigning the LLC interest, or
(2) compliance with any procedure provided for in the LLCA.
(b) Unless otherwise provided in an LLC:
(1) An assignment of an LLC interest does not entitle the assignee to become or to exercise any rights or powers of a member.
(2) An assignment of an LLC interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned.
(3) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member’s LLC interest. Unless otherwise provided in an LLCA, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the LLC interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
(c) Unless otherwise provided in an LLCA, a member’s interest in an LLC may be evidenced by a certificate of LLC interest issued by the LLC. An LLCA may provide for the assignment or transfer of any LLC interest represented by such a certificate and make other provisions with respect to such certificates.
(d) Unless otherwise provided in an LLCA and except to the extent assumed by agreement, until an assignee of an LLC interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
(e) Unless otherwise provided in the LLCA, a limited liability company may acquire, by purchase, redemption or otherwise, any LLC interest or other interest of a member or manager in the LLC. Unless otherwise provided in the LLCA, any such interest so acquired by the LLC shall be deemed canceled.
History —Dec. 16, 2009, No. 164, § 19.43.