Section 404(d) of the Uniform Limited Liability Company Act provides:
Action requiring the consent of members or managers under this Act may be taken without a meeting.
Puerto Rico Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members
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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.
Filing and forming an LLC in Puerto Rico requires a $250 filing fee. Under Puerto Rico law, an LLC uses a limited liability company agreement, or LLCA, to govern the internal affairs and administration of the LLC. This is valid regardless of what it is called, but the law says that they must be written.
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.
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.