In civil law jurisdictions, a Civil Code aims to provide a unified collection of laws that deal with private law matters. In other words, the law that informs how private persons interact with one another in civil society and the extent of an individual’s rights as compared to those of other peoples’ rights in said civil society. In the United States, there are two jurisdictions that rely primarily on a civil law system in the context of their respective private law matters – Louisiana and Puerto Rico.


In Puerto Rico, on June 1, 2020, Governor Wanda Vázquez signed House Bill 1654 into law, which thereby signed Law No. 55-2020 into law. Law 55-2020 established the new Puerto Rico Civil Code (“CC 2020”), which repealed the Civil Code of 1930 (“CC 1930”). In doing so, former governor Wanda Vázquez imparted important changes to the law governing a wide scope of varying legal areas, each of which affects the day-to-day life of people living and working in Puerto Rico. As implied by the respective names of the previously mentioned civil codes, Puerto Rico’s civil law had not seen a similarly expansive change for nearly a century. The updated Civil Code is among the recent changes pushing Puerto Rico to modernize by conforming its laws to the 21st century’s contemporary context.


The Civil Code of Puerto Rico is the primary overarching legal framework governing civil and commercial matters in Puerto Rico. Alongside the Civil Code’s provisions, there are additional laws that supplement the provisions of the Civil Code and in some cases may even supersede the Civil Code’s provisions. Even so, understanding Puerto Rico’s Civil Code is essential for businesses operating in or intending to operate in Puerto Rico; for example, the Civil Code provides the foundational legal understanding that governs contracts and contractual obligations in Puerto Rico between private persons. Apart from contract law topics, the Civil Code of Puerto Rico extends to other important legal areas that business owners and operators must be mindful of when operating a business in Puerto Rico. Among these important legal areas are: property law, tort law, family law, and commercial law.


Beside worrying about effectively running a profitable business, both those entrepreneurs considering operating a new business in Puerto Rico and those entrepreneurs currently operating a business in Puerto Rico should work to familiarize themselves with Puerto Rico’s Civil Code. Except for the code provisions governing contract law and contractual obligations, perhaps the next-most important topic covered by the code from an entrepreneur’s perspective would be that of liability; specifically, understanding the various types of liability defined in Puerto Rico’s Civil Code in order to ensure not to incur such liability. Among the types of liability mentioned in Puerto Rico’s Civil Code, one can find provisions governing tortious liability and contractual liability.


For these and other related considerations, prospective entrepreneurs and business owners alike may want to consider working with experienced corporate law attorneys that are familiar with the Civil Code’s provisions. Seeking legal advice from experienced corporate attorneys can help prospective entrepreneurs and business owners in a variety of ways. On one hand, attorneys can proactively help entrepreneurs and business owners to ensure they are complying with the Civil Code’s requirements; whereas on the other hand, attorneys can also work to protect business owners’ best interests should a legal dispute arise relating to their business, which was governed by the Civil Code’s liability provisions.


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