Puerto Rico Corporation

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

• Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions canCorporate Guides be taken without a meeting?

• Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

• Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

• Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

• Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

• Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Puerto Rico bylaws can make other provisions as well, assuming additions are in accordance with local laws. For example, 14 L.P.R.A. § 3562 (2019) states that bylaws can specify the qualifications required for corporate officers.

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Puerto Rico corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

The annual report has a flat fee of $150.

The filing is due no later than April 15. For-profit corporations that miss that deadline without filing for an extension can suffer considerable fines at the Department of State’s discretion, ranging from $750 up to $2000. Repeated failure to file annual reports can lead to administrative dissolution for your corporation.

These filings can be easy to forget—which is why we send our clients automatic reminders for your Puerto Rico Annual Report filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100, plus the $150 Department of State fee.

Because Puerto Rico is a US territory, corporate taxes are a little different, and the taxes you pay depend on residency, business activities, income sources, and more. Some corporations pay as a little as 4%, and others pay much more. For an overview of Puerto Rico business taxes, check out our Puerto Rico Tax Advantage page.

The total Puerto Rico sales tax is 11.5%, 10.5% for the commonwealth and 1% for municipalities.

Yes, if you will be a taxpaying employer in Puerto Rico, you’re required to register with the Puerto Rico Department of Treasury (Departamento de Hacienda). You can register via the Treasury’s online portal SURI. You’ll need your EIN before you can register.

Puerto Rico charges a flat $150 to file a Certificate of Incorporation as a for-profit corporation.

Hire us for a one-time fee of $375, including the Department of State filing fees, a year of registered agent service, and more.

Filing your Certificate of Incorporation generally takes less than a day to process.

Most businesses will need a license. If you plan to engage in any business in a Puerto Rico municipality, you’ll have to get a “Patente Municipal” license—a municipal tax license. The tax is based on turnover (sales) with variable rates. If you fail to register, there’s a fine of up to $500 in many municipalities. Also, if you have a physical office or location in Puerto Rico, you’ll also need to obtain a Use Permit before you begin operating. The permits are available from either your municipality or the Office of Management of Permits.

For some license applications you may need an EIN or a certified copy of your Certificate of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.

A corporation formed outside of Puerto Rico—but which conducts business in the territory—is considered a foreign Puerto Rico corporation. For example, if you incorporated in Florida but decide to open a storefront in Puerto Rico, you would be a foreign Puerto Rico corporation. This also means you would need to register with the Department of State by filing a Certificate of Authorization for doing Business in Puerto Rico. Foreign corporations are required to file the Puerto Rico Annual Report as well and are also subject to the commonwealth’s relevant corporate taxes.

Absolutely! We’re happy to start a nonprofit corporation for you. Nonprofits only pay $5 to file a Certificate of Incorporation, and annual reports will only cost $5 as well.

It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.