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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

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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.

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 Description: In Puerto Rico, a limited liability company (LLC) is a popular choice for business owners due to its flexibility and liability protection. When a sole member of an LLC wishes to accept a new member without holding a formal meeting, they can utilize a Unanimous Consent to Action. A Unanimous Consent to Action By Sole Member of a Limited Liability Company in Puerto Rico allows the sole member to make important decisions without convening a full meeting of the LLC members. One such decision may involve accepting and appointing a new member to the company. This streamlined process saves time, eliminates unnecessary formalities, and keeps the business running smoothly. By using the Unanimous Consent to Action, the sole member can provide written consent stating their intention to accept and appoint a new member. This document includes relevant keywords such as: 1. Puerto Rico LLC: Referring to the jurisdiction in which the limited liability company is established and operates, highlighting the unique legal framework and requirements applicable to Puerto Rican businesses. 2. Unanimous Consent: This term emphasizes the agreement and approval of the sole member without the need for a formal meeting or obtaining consent from other members. 3. Action By Sole Member: It recognizes that the sole member holds complete authority to make decisions on behalf of the LLC, underscoring their role in accepting and appointing a new member. 4. Limited Liability Company: Highlighting the specific company structure chosen by the business owner, which provides personal liability protection and flexibility in management. The Unanimous Consent to Action By Sole Member of a Limited Liability Company in Puerto Rico specifies the details of the new member, which may include their name, address, ownership interest, and any other relevant information deemed necessary. It also outlines the effective date of the appointment and the terms and conditions associated with the new member's participation in the LLC. Variations of Puerto Rico Unanimous Consent documents may exist based on the specific actions being taken. For example: 1. Unanimous Consent to Action By Sole Member, Approving Operating Agreement Amendments: If the sole member wishes to amend the LLC's operating agreement, this document would be used. 2. Unanimous Consent to Action By Sole Member, Dissolving the LLC: In the event the sole member decides to dissolve the LLC, this document outlines their consent and the steps necessary to wind up the business affairs. In summary, the 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 allows a sole member of an LLC to accept and appoint a new member without the need for a formal meeting. This streamlined process, consistent with Puerto Rican legal requirements, saves time and ensures smooth business operations.

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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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1.1 Establishment of Limited Liability Company. The Members hereby agree to establish and organize a Puerto Rico limited liability company upon the terms set ... The Members hereby agree to establish and organize a Puerto Rico limited liability company upon the terms set forth in this Agreement. The Members are ...Aug 1, 2021 — A Q&A guide to corporate governance law in Puerto Rico. The Q&A gives a high-level overview of corporate governance trends; the main forms ... ment, an assignee may become a member only if the other members unanimously consent. Such consent shall be evidenced in the manner specified in the articles of ... (34) “Two-thirds in interest of the members” means the members owning at least two-thirds of the transferable interests of the limited liability company, ... (13) "Operating agreement" means the agreement under Section 33-44-103 concerning the relations among the members, managers, and limited liability company. The ... Members will be as stated in the Puerto Rico Limited Liability Company Act (the "Act") except as ... the Company as appointed by unanimous consent of the Members. “Transferable interest” means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability ... Any member may demand a meeting of the members to take action requiring consent ... The person is expelled as a member by the unanimous consent of the other ... (C)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional ...

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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