P.R. Laws tit. 14, § 3995

2019-02-20 00:00:00+00
§ 3995. Right of assignee to become member

(a) An assignee of an LLC interest may become a member, as provided in the LLCA; and

(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 in the LLCA.

(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under an LLCA and this subtitle. Notwithstanding the foregoing, unless otherwise provided in an LLCA, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in § 3981 of this title, but shall not be liable for the obligations of the assignor under Chapter 226 of this subtitle. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 3981 of this title, unknown to the assignee at the time the assignee became a member and which could not be ascertained from an LLCA.

(c) Whether or not an assignee of an LLC interest becomes a member, the assignor is not released from liability to an LLC under Chapters 225 and 226 of this subtitle.

History —Dec. 16, 2009, No. 164, § 19.45.