Under General Corporation Law, a foreign corporation or a limited liability company must register with the State Department of Puerto Rico before conducting business locally.
Business Registration Requirements in Puerto Rico:
Registration is accomplished by filing at the Department of State a Certificate of Authorization to Do Business containing the following information:
- The name of the foreign corporation/LLC
- The name and jurisdiction in which the corporation/LLC was incorporated/organized
- The date of incorporation/organization and term of its existence
- Physical address of its principal office
- Physical and mailing addresses of its designated office in Puerto Rico
- The name of the resident agent and its physical and mailing addresses
- The names and addresses of its officers and directors/ members or managers
- A report of its assets and liabilities
- A description of the business to be carried out in Puerto Rico and a statement indicating that the corporation is authorized to carry out said business in its place of incorporation and whether its existence is perpetual, indefinite or terminates on a specific date and
- In the case of an LLC, the name and address of the person authorized to file the Certificate of Authorization to Do Business
Together with the request, a certificate of existence (or other similar document) issued by the Secretary of State or other officer maintaining custody of the corporate register in the place of incorporation/organization must be included. If the certificate is in a foreign language, a translation with a sworn statement of the translator must accompany the request. A foreign corporation or LLC doing business in Puerto Rico without obtaining the certificate of authorization cannot initiate a court proceeding in Puerto Rico.
The following transactions do not constitute business transactions in the Commonwealth of Puerto Rico under the General Corporation Law;
- To claim, defend or settle any judicial proceeding
- Carry out meetings of the board of directors or of stockholders or other activities related to internal matters of the corporation
- Having bank accounts
- Maintaining agencies or offices for the transfer, exchange or registration of the corporation’s securities or maintaining fiduciaries or depositors with respect to such securities
- Selling through independent contractors
- Soliciting or obtaining orders through the post office or through employees or agents or by other means if the acceptance of the orders outside of Puerto Rico takes place before the contractual obligation
- Creating or acquiring debts, mortgages, or guarantees on personal or real property
- Guaranteeing or collecting debts or execution of mortgages or guarantees on the properties being guaranteed
- Merely holding title of personal and real property
- Performing a single transaction that is completed during a 30-day term, provided that it is not one of a series of transactions of the same nature
- These provisions are not determinative of whether a corporation is engaged in the conduct of a trade or business in Puerto Rico under the Puerto Rico Internal Revenue Code
- Filing Fees
The fee for filing the authorization to do business in Puerto Rico for a corporation is $150. For limited liabilities companies the filing fee is $250.
