In short
Chapter X closes Book One with three short articles deciding what may be passed to another person and with what consequences. Article 359 opens with the broad rule: the rights and obligations born of a juridical act are transmissible, unless they are personalísimos or inherent to the person, or unless transmission is prohibited by law or by the will of the parties. That is, transmissibility is the norm and the exceptions must be looked for. But the second paragraph carries the warning that costs the most money to ignore: the transmission of an obligation frees the transmitting debtor only when the creditor authorises it. Putting the contract in someone else’s name, having someone else take over the payments, or having someone else perform for months does not take you off the commitment; the creditor has to authorise it. Article 360 states an old and very practical rule: nobody may transmit a better or more perfect right than the one they have, save the cases the law expressly provides. If whoever sold to you held the thing with a charge, a lawsuit or a limit, that comes along with it; the article does not enumerate those legal exceptions. And Article 361 orders the principal and the accessory: transmitting the principal effect comprises the accessory, unless expressly excluded, and the accessory effect may not be transmitted without the principal. The rule runs one way only: the accessory travels with the principal, never alone.
What is it?
They are Articles 359, 360 and 361 of the Civil Code of 2020: which rights and obligations may be passed on, whom that frees, and what travels with what.
Who can do it?
Anyone about to assign a contract, pass on a debt, or receive a right from someone else.
Requirements
- The rights and obligations born of a juridical act are transmissible as a rule.Verified against the official source
- Not so those that are personalísimos or inherent to the person, nor those the law or the parties’ will forbid transmitting.Verified against the official source
- Transmitting an obligation frees the transmitting debtor only when the creditor authorises it.Verified against the official source
- Nobody may transmit a better or more perfect right than the one they hold, save the cases the law expressly provides.Verified against the official source
- Transmitting the principal effect comprises the accessory, unless expressly excluded.Verified against the official source
- The accessory effect may not be transmitted without the principal effect.Verified against the official source
Documents you need
Cost
Step by step
Step 1: Start from the rule
Article 359: the rights and obligations born of a juridical act are transmissible.
Step 2: Rule out the exceptions
Not the personalísimos or inherent ones, nor those the law or the parties forbid.
Step 3: Get the creditor’s authorisation
The second paragraph: without it, transmitting the obligation does not free the transmitting debtor.
Step 4: Check what right the transferor held
Article 360: nobody may transmit a better or more perfect right than the one they hold.
Step 5: Count the accessory
Article 361: transmitting the principal effect comprises the accessory, unless expressly excluded.
Step 6: But not the other way
Same article: the accessory effect may not be transmitted without the principal.
Where to do it
These three articles describe no procedure before any agency. The Code does not define here what makes a right personalísimo or inherent to the person, nor give a list. It does not say how the creditor’s authorisation must be given or proved, or whether it may be tacit. It does not enumerate the cases where the law allows transmitting a better right than one holds, although Article 360 takes them as existing. And it does not say what counts as an accessory effect. The assignment of credits and the novation of obligations have their own articles in Book Four, covered separately on this site. None of those gaps is filled here.
How long it takes
What to do if something goes wrong
The costliest sentence to ignore in this chapter is Article 359’s second: the transmission of an obligation frees the transmitting debtor only when the creditor authorises it. It happens constantly with leases handed to an acquaintance, with car loans someone else takes over, and with businesses that change hands. The incomer starts paying, everyone assumes the matter is settled, and whoever left is still a debtor in the creditor’s eyes because nobody asked them to authorise it. If you are going to pass on an obligation, that authorisation is not a courtesy paper: it is the only thing that takes you off. On the receiving side, the rule to keep in mind is Article 360: nobody may transmit a better or more perfect right than the one they hold. What you buy arrives as it was, with its charges, limits and lawsuits, and does not improve by changing hands. That is why finding out exactly what the transferor held is worth more than any promise of theirs. Article 361 settles a frequent doubt in both directions: the accessory travels with the principal unless expressly excluded, so if you assign the principal credit the guarantee goes with it unless you say otherwise; but the accessory may not travel alone, so the guarantee cannot be assigned while keeping the credit. And before any of that it is worth reading the original contract, because Article 359 admits that the parties themselves may prohibit transmission, and that prohibition weighs as much as the law’s. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Believing passing on the debt takes you off it: only the creditor’s authorisation frees you.
- Treating yourself as freed because the new party has paid for months: Article 359 asks for authorisation.
- Not reading the original contract: the parties themselves may have prohibited transmission.
- Assuming the right improves on changing hands: Article 360 says it arrives as it was.
- Expecting the Code to list the cases where a better right is transmitted: it enumerates none.
- Assigning the credit and thinking the guarantee stays: the accessory goes with the principal unless excluded.
- Trying to assign the guarantee alone: the accessory may not be transmitted without the principal.
- Looking in these articles for the list of personalísimo rights: they give none.
Frequently asked questions
I passed the debt to someone else. Am I off the hook?
Article 359 says transmitting an obligation frees the transmitting debtor only when the creditor authorises it.
May anything be transmitted?
No. The same article excludes the personalísimo or inherent, and what the law or the parties forbid.
I bought a right that came with a problem. Does it reach me?
Article 360 says nobody may transmit a better or more perfect right than the one they hold.
If I assign the credit, does the guarantee go too?
Article 361 says transmitting the principal effect comprises the accessory, unless expressly excluded.
Official sources
These are the government pages this guide is based on.
- Poder Judicial de Puerto Rico
Poder Judicial
bvirtualogp.pr.gov
Last verified
September 12, 2026
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Did you find out-of-date information?
Your debt was sold to someone else: what happens to what you owe
If you paid the old creditor before learning of the assignment, you are released. And the assignment carries all accessory rights.
Swapping the debt for another: when the old one is really extinguished
Changing the deal is not enough: it must be declared categorically or both obligations must be totally incompatible.
What an obligation is and where it comes from
Six sources, and the list stays open. Whoever performs knowing they were not bound cannot demand it back.
Bringing someone else into the deal: naming, promising for another, or in their favour
You may reserve naming later who takes your place; failing an agreed period, thirty days. And a benefit to a third party is revocable until they accept.
Performing the contract after the cause ends costs you the right to void it
Article 350 of the Civil Code of 2020 turns full or partial performance into tacit confirmation, and 351 extinguishes the action with it.
An ambiguous clause is read against its drafter and for the weaker party
Article 358 of the Civil Code of 2020 reads an ambiguous clause of a bilateral act against its drafter and for whoever had less bargaining power.