Notwithstanding the occurrence of an event set forth in clauses (1), (2), (3) or (4) of subsection (a) of § 3997 of this title, the LLC shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation at the Department of State, the LLC is continued, effective as of the occurrence of such event, pursuant to the affirmative vote or written consent of all remaining members of the LLC or the personal representative of the last remaining member of the LLC if there is no remaining member (and any other person whose approval is required under the LLCA to revoke a dissolution pursuant to this section); provided, however, if the dissolution was caused by a vote or written consent, the dissolution shall not be revoked unless each member and other person (or their respective personal representatives) who voted in favor of, or consented to, the dissolution has voted or consented in writing to continue the LLC. If there is no remaining member of the LLC and the personal representative of the last remaining member votes in favor of or consents to the continuation of the LLC, such personal representative shall be required to agree in writing f the LLC and the personal representative of the last remaining member votes in favor of or consents to the continuation of the LLC, such personal representative shall be required to agree in writing to the admission of the personal representative of such member or its nominee or designee to the LLC as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member.\nHistory —Dec. 16, 2009, No. 164, § 19.52.
Puerto Rico Legal Code