(a) An FLLC doing business in Puerto Rico may not commence any action, suit or proceeding in Puerto Rico until it has registered and paid to Puerto Rico all fees, taxes and penalties for the period of time during which it did business in Puerto Rico without having registered.\n(b) The failure of an FLLC to register in Puerto Rico does not impair:\n(1) The validity of any contract or act of the FLLC;\n(2) the right of any other party to the contract with the FLLC to initiate any action, suit or proceeding on the contract, or\n(3) the ability of the FLLC to defend itself on any action, suit or proceeding in any Court or administrative procedure in Puerto Rico.\n(c) A member or a manager of an FLLC is not liable for the obligations of the FLLC solely by reason of the LLC having done business in Puerto Rico without registration.\n(d) Any FLLC doing business in Puerto Rico without first having registered and in spite of having enjoyed the grace period provided in this subtitle, which establishes fair and reasonable time for its formation pursuant to this statute or other provisions of existing laws, shall pay to the Secretary of State a penalty of two hundred dollars ($200) for each ablishes fair and reasonable time for its formation pursuant to this statute or other provisions of existing laws, shall pay to the Secretary of State a penalty of two hundred dollars ($200) for each year or part thereof during which it was not authorized to do business in Puerto Rico.\nHistory —Dec. 16, 2009, No. 164, § 20.05.
Puerto Rico Legal Code