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How to Add a Member to a Puerto Rico LLC

Q: How can I add a second member to my LLC [in Puerto Rico]?

Thank you to a customer in Puerto Rico for that great question! LLCs often gain or lose members over time, and adding a member to a Puerto Rico LLC is a straightforward process. Here’s everything you need to know.

How do I add a member to my Puerto Rico LLC?

To add a member to a Puerto Rico LLC, you’ll need to file a Certificate of Amendment of the Certificate of Formation of a Limited Liability Company with the Puerto Rico Department of State. The filing fee is $80.

Do I need to update my LLC operating agreement?

Yes. In addition to amending your Certificate of Formation, you will also need to update your Puerto Rico operating agreement to include the name, address, and membership interest of your new member. You should follow your operating agreement’s policy for how it can be amended. If your LLC currently has multiple members, you’ll typically need majority approval to add a new member.

Do I need to contact the IRS when I add a member to my LLC?

It depends. Usually, you don’t need to contact the IRS when you add a member to your LLC. However, if your LLC is changing from a single-member LLC to a multi-member LLC, this changes your IRS tax classification from “disregarded entity” to “partnership,” which means you’ll need to file Form 8832 to change your entity classification.

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