Puerto Rico Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member

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Multi-State
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US-01321BG
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Description

Section 404(d) of the Uniform Limited Liability Company Act (1996) provides: "Action requiring the consent of members or managers under this Act may be taken without a meeting." This is a form of resolution adopted by unanimous consent of the members of a limited liability rather than having a formal meeting.

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FAQ

As Puerto Rico is under United States sovereignty, U.S. federal law applies in the territory, and cases of a federal nature are heard in the United States District Court for the District of Puerto Rico.

Act No. 164 of 2009(See), General Corporations Act, places Puerto Rico at the forefront of laws on legal entities. This statute is intended to streamline the management of these legal entities and simplify the procedures contemplated therein.

When Puerto Rico became a US territory, it incorporated the common law system. This created a mixed legal system in which common law and civil law are blended. This system is what prevails today. Civil law is applied for family law, divorce, child custody, real property law, and contractual law, among others.

Tax Free First Year: Puerto Rico offers a tax deduction of 100% on real estate and personal property taxes during the first-year of operations. One Shareholder: A minimum of only one shareholder is allowed for Puerto Rico corporations. No Authorized Capital: There is no authorized minimum capital requirement.

An LLC is required to obtain an Employer Identification Number from the United States Internal Revenue Service. It also must register with the Puerto Rico Treasury Department. An LLC also needs to have in place an Operating Agreement, which will serve as the ground rules for the management of the LLC.

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Puerto Rico Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member