Register a Puerto Rico Foreign LLC
A Puerto Rico foreign LLC is a limited liability company that was originally formed outside of Puerto Rico but has registered to do business there. To register a foreign LLC in Puerto Rico, you'll need to file a Certificate of Authorization and pay a $150 filing fee ($250 if filing online or in person) to the Puerto Rico Department of State. Puerto Rico’s LLC Act doesn’t explicitly define what it means to do business, but in most cases, an LLC will need to register as a foreign LLC in Puerto Rico if it has or hires employees there, offers sales or services to people in Puerto Rico, or leases (or owns) office space there.
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How To Register a Foreign LLC in Puerto Rico
The document you’ll need to file with Puerto Rico’s Department of State (DOS) is called the Certificate of Authorization to do Business of a Limited Liability Company. The Certificate of Authorization costs $150 to file by mail and $250 to file online or in person. There are a few steps to complete before you fill out your paperwork. Our guide to registering a foreign LLC in Puerto Rico will walk you through the process.
1. Appoint a Puerto Rico registered agent
Your first step is to appoint a Puerto Rico registered agent. The basic duties of a registered agent are described in PR Laws tit. 14 § 3542. In short, your registered agent must:
- maintain an office with a street address in Puerto Rico
- be available during regular business hours
- accept service of process and other important mailings
Why hire a professional Puerto Rico registered agent?
A professional agent will not only allow you to focus on your business but can also help you live privately by letting you use their address on your registration documents instead of your own.
Can I be my own registered agent for my Puerto Rico foreign LLC?
You can, but only if you actually live in Puerto Rico. Otherwise, you can appoint someone you know and trust who lives in Puerto Rico, or you hire a professional registered agent service.
2. Obtain a Certificate of Good Standing
Before applying for a Certificate of Authorization with Puerto Rico’s DOS, you’ll need to obtain a Certificate of Good Standing (also called a Certificate of Existence) from your home state. A Certificate of Good Standing is a state-issued document that proves to Puerto Rico that your business is current on all taxes, fees, and annual reports.
How do I get a Certificate of Good Standing?
Most states allow you to obtain one online through your home state’s Secretary of State office for a small fee.
3. Complete the Certificate of Authorization
Your next step is to complete the Certificate of Authorization. Here’s the information you’ll need:
- Name of the LLC or alternative name if original name is not available.
- Date of formation in original state or jurisdiction.
- LLC term of existence, including end date if there is one. Tip: Most LLCs are perpetual.
- The address of the LLC in state or jurisdiction of origin.
- Name and mailing address of your Puerto Rico registered agent.
- Names and addresses of members and/or managers.
- Dollar amounts of assets and liabilities of the LLC.
- A brief description of the type of the business in which your LLC will be engaged.
- Acknowledgement that the LLC is allowed to engage in similar business in state or jurisdiction of origin.
- Name, address, and signature of the person who is authorized to complete the application (this does not have to be someone in your LLC).
- Email address of the LLC.
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How much does it cost to file the Certificate of Authorization?
Puerto Rico charges $150 to file the Certificate of Authorization by mail, and $250 for in person or online filings.
How do I file my Certificate of Authorization in Puerto Rico?
You can file your certificate online, by mail, or in person.
Mail and in person:
Departamento de Estado de Puerto Rico
Calle San José
San Juan, PR 00901
Will my foreign LLC need to file a Certificate of Formation with the Puerto Rico Department of State ?
No. Foreign LLCs only need to file the Certificate of Authorization and pay state fees in order to do business in Puerto Rico.
4. Receive your Certificate of Authoritization
Upon filing your Certificate of Authorization with Puerto Rico, the DOS will issue your LLC a certificate that authorizes your foreign LLC to do business in Puerto Rico. If you file online or in person, you will get authorization the same day.
How long will it take Puerto Rico to process my Certificate of Authorization application?
It can take Puerto Rico 10 days to process mailed filings. Online and in-person filings are processed the same day.
Puerto Rico Foreign LLC Registration FAQ
How do I amend a foreign LLC in Puerto Rico?
To amend your foreign LLC, you’ll need to file a Certificate of Amendment of Organization Certificate with the DOS. The filing fee is $80, and you can file online, by mail, or in person.
What does it mean to do business in Puerto Rico?
If you’re looking to do business in Puerto Rico and aren’t certain if you’ll need to register as a foreign LLC, ask yourself a few questions:
- Will my LLC have a physical presence (warehouse, office, or storefront) in Puerto Rico?
- Will my LLC need to apply for business or other occupational licenses?
- Will my LLC have employees working in Puerto Rico?
- Will I be selling retail products or services in Puerto Rico?
If the answer is “yes” to any of these questions, then it’s a pretty good bet that you’ll need to register as a foreign LLC in Puerto Rico. However, if you’re not sure, consult a lawyer to make sure you’re in the clear.
Read more about what counts as doing business in another state.
Do I have to file an Puerto Rico Annual Report for my foreign LLC?
No. LLCs in Puerto Rico are not required to file a Puerto Rico Annual Report. Instead they are required to pay an Annual Statement fee of $150. Your statement can only be filed online and is due April 15th. Your LLC will be penalized 1.5% interest each month the statement is delinquent.
How are foreign LLCs in Puerto Rico taxed?
When it comes to taxes, LLCs, both foreign and domestic, are classified as “pass-through” entities by default.This means that unless your LLC elects S-corp or C-corp status, the profits (and losses) from your business will pass through the LLC to the personal tax forms of each member. LLC members will be responsible for paying their own taxes on any profits from the LLC. They will also be responsible for self-employment taxes (12.4% for social security and 2.9% for Medicare).
How can I withdraw my foreign LLC in Puerto Rico?
You’ll need to file a Certificate of Cancellation of a Foreign Limited Liability Company with the DOS in order to withdraw your foreign LLC in Puerto Rico. The filing fee is $50. You can file by mail or in person.