Dissolving a Puerto Rico LLC
Starting a Puerto Rico LLC requires a good sense of timing, but so does ending an LLC. If you feel like your Puerto Rico LLC has run its course, then you should look into dissolving it. To do that, you’ll need to follow a few basic steps. Here’s our guide to dissolving an LLC in Puerto Rico.
Preparing to Dissolve a Puerto Rico LLC
To dissolve your LLC in Puerto Rico, first make sure to wind up all your LLC’s affairs. Winding up can include a wide range of activities, include paying off any final debts, collecting any money owed, handling outstanding legal claims, and transferring property or other assets. Your LLC operating agreement should also include information on dissolution procedures, so make sure to check that internal document before you submit any paperwork.
File a Certificate of Dissolution
The certificate must include the following information:
- The name of the LLC.
- The date members decided to dissolve.
- How members decided to dissolve. (If the members took a formal vote, place an “X”on the first line. If the members each gave their written consent in lieu of a formal vote, place an X on the second line.)
- The names and residential address of each member. (These must be physical addresses.)
- Signature from someone authorized to act on behalf of your business.
- Filing fee ($80).
If you’re submitting a Certificate of Dissolution online, Puerto Rico also requires you to attach additional information:
- Registered agent information
- Corporate resolution confirming the LLC is ceasing operations and wishes to dissolve.
How long will it take Puerto Rico to dissolve my LLC?
It can take between a day and a week, depending on how you file. In general, filing online or in person will get you a faster response than filing by mail.
If you file online, Puerto Rico can send you an email once the certificate is processed. After that, the Puerto Rican government will then change your LLC’s status to “dissolved” in its database.
What happens to my business name?
Puerto Rico will reserve your business name for up to 30 days after the date of dissolution. That means no one else will be able to use the business name within that time frame. So if your LLC officially dissolves on March 15, the name wouldn’t be available for others to use until about mid-April.
Improper Dissolution of a Puerto Rico LLC
We’ve discussed how to properly dissolve your Puerto Rico LLC. But you can also dissolve an LLC incorrectly if you’re aren’t paying attention.
For instance, LLCs in Puerto Rico do not need to file annual reports. However, LLCs must make a $150 annual statement fee. An LLC that fails to do that can be charged 1.5% interest for every month that it’s delinquent.
A continued failure to pay the annual statement fee could lead to the LLC getting administratively dissolved. So if you’re going to dissolve your Puerto Rico LLC, you might as well take the active route rather than the passive one—it’s cheaper!