Limited Liability Companies (LLCs) in Puerto Rico

Here you’ll find everything you need to know about Puerto Rico LLCs. Take a look:

Puerto Rico LLC Overview

The law that oversees the formation of LLCs in Puerto Rico is based on Delaware’s corporate laws, so even though Puerto Rico may seem like a different country, those who have formed LLCs elsewhere in the US will feel right at home with the territory’sLLC formation, maintenance, and registration processes.

Starting a new LLC in Puerto Rico

In PR, you file a form called the Certificate of Organization with the Department of State to form anLLC. This can be done on-line on the Puerto Rico Department of State’s website.

Registering a foreign LLC in Puerto Rico

To do business in PR with an LLC previously established elsewhere, you need to file a Certificate of Authorization to Do Business form with the Department of State. You can also file a foreign LLC creation in Puerto Rico on-line on the PR DOS’ website as well.

 

See our Puerto Rico corporation page to learn more about corporations in Puerto Rico.

Puerto Rico LLC Formation Process:

What you need to know about forming an LLC in Puerto Rico

  • How do I start an LLC in Puerto Rico?
    We can form or authorize your LLC in Puerto Rico for you, or you can do it yourself following the steps below:

    1. Begin a New Business Application on The Puerto Rico Department of State Website
    2. Find an Available LLC Name 
      You can perform a Puerto Rico LLC name search for free online. Your LLC’s name must be unique and include the words “limited liability company”, or “compania de responsibilidad limited”, or end with the abbreviation “LLC”, “CRL”, “L.L.C.”, or “C.R.L.”.
    3. List General Information
      You must list entity type, whether the LLC is for profit or non profit (all LLCs will be for profit), whether its a domestic or foreign entity (formed in Puerto Rico or abroad), as well as the purpose of the entity (this can be a general business purpose statement).
    4. List the Filer Contact Information
      This is the contact information of the person completing the formation paperwork.
    5. Main Office Address
      List both the physical address and the mailing address of your LLC. If you hire us, you can use our address for this section to increase your business security and privacy.
    6. Resident Agent Information
      List the name, address, and complete contact information for your company’s registered agent.
    7. Authorized Persons
      It’s kind of odd this information is required twice, but once again, list the name and contact information of the person or entity completing the formation documents.
    8. List the Administrators
      This section is essentially asking for the contact information for the people in charge of the LLC once the formation document (Certificate of Formation) is processed. To protect the the privacy of the individuals who own the LLC, you can list an intermediary or your registered agent to keep the names of the owners off public record.
    9. Review the Filing and Pay the Formation Fee
      Once you complete this step, your Puerto Rico LLC will be fully formed and ready to do business and protect your assets.
  • Total cost to form a Puerto Rico LLC: $250 (domestic) $250 (foreign authorization).
    These fees cover the filing costs. Your Puerto Rico LLC will be formed instantly after you complete your filing.
  • LLC name reservations?
    Name reservations are not required in Puerto Rico.
  • Do I need a registered agent for my LLC in Puerto Rico?
    Yes. On the Certificate of Organization, you must designate an Puerto Rico registered agent.
  • How are LLCs governed?
    You form the LLC with the Department of State, but an LLC in Puerto Rico is governed internally by its operating agreement.
  • Where can I get an operating agreement for my LLC in Puerto Rico?
    You can find every legal document you’ll need for your Puerto Rico LLC in our Free LLC Forms section, or if you hire us to form your Puerto Rico LLC, you’ll find every necessary form conveniently located in your online account.
  • What other legal forms will I need for my LLC?Links to forms you’ll most likely need to start your LLC in Puerto Rico are provided below:LLC Operating Agreement

    LLC Capital Contribution

    Membership Certificates

  • Do I need an EIN for my LLC in Puerto Rico? Yes. After you receive your Certificate of Organization from the Department of State, you’ll need to obtain an Employer Identification Number for your LLC, or what’s more commonly known as an EIN.
  • How do I open a bank account for my LLC in Puerto Rico? Your LLC’s members may need to sign a resolution to open a bank account for your LLC. Likely, you will also need to open the account in person in Puerto Rico.Puerto Rico LLC Maintenance

    Below, you’ll find some general guidelines to help you navigate operating an LLC in Puerto Rico.

    Annual reports

    Puerto Rico LLCs are obliged to file an annual report with the Department of State. They cost $150 for domestic and foreign LLCs. The LLC annual reports are due March 15. Unlike Puerto Rico corporations, LLCs are not required to include a financial statement. Annual reports are completed on-line on the PR DOS’ website. To learn more about these annual reports, see our Puerto Rico annual report page.

    Taxes

    All revenue in your Puerto Rico LLC will be passed onto you personally, which means you’ll have to pay Puerto Rico’s personal tax rate (as well as applicable federal taxes) on all profit that passes to you through your LLC. See our Puerto Rico taxes page for more specifics.

    Doing business elsewhere

    In order to qualify your Puerto Rico LLC in a US state or other territory, you’ll need to obtain an Puerto Rico Certificate of Existence (in most states this is known as a Certificate of Good Standing) from the Department of State. Then you’ll need to file an Application for Authorization in your new state and attach a Certificate of Existence to the application. The cost of authorization varies by state, but Certificates of Existence will cost $30. They will be available instantly after you complete your filing. See our foreign LLC registration page for more information.

    Other considerations

    • Should you need certified copies of your Certificate of Organization, you can find out how to get them on our Puerto Rico certified copy page.
    • To find out how to obtain an apostille for your LLC, see our Puerto Rico apostille page.
    • If you need to change your Puerto Rico registered agent, we’ll show you how.
    • Restoring an Puerto Rico LLC is a straightforward process. If the Department of State has administratively dissolved your LLC, you must file a Restoration for a Cancelled or Dissolved Entity with the Department of State. However, if you need to dissolve your Puerto Rico LLC, then we can help you do that.
    • And finally, when it’s time to sell, we also have free forms you can use to sell your LLC membership interest.