(a) Unless otherwise provided in an LLCA, a manager who has not wrongfully dissolved an LLC or, if none, the members of a person approved by the members or, if there is more than one (1) class or group of members, then by each class or group of members, in either case, by members who own more than fifty percent (50%) of the then-current percentage or other interest in the profits of the LLC owned by all of the members or by the members in each class or group, as appropriate, may wind up the LLC’s affairs; however, the Court of First Instance, upon cause shown, may wind up the LLC’s affairs upon application of any member or manager, the member’s or manager’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.\n(b) Upon dissolution of an LLC and until the filing of a certificate of cancellation as provided in § 3503 of this title, the persons winding up the LLC’s affairs may, in the name of, and for and on behalf of, the LLC, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the LLC’s business, dispose of and convey the LLC’s property, discharge or make reasonable provision for the LLC’s defend suits, whether civil, criminal or administrative, gradually settle and close the LLC’s business, dispose of and convey the LLC’s property, discharge or make reasonable provision for the LLC’s liabilities, and distribute to the members any remaining assets of the LLC, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.\nHistory —Dec. 16, 2009, No. 164, § 19.49.
Puerto Rico Legal Code