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Puerto Rico LLC Service We’re Just Not Annoying®

How to Start an LLC in Puerto Rico

To start an LLC in Puerto Rico, you must file a Certificate of Formation with the Department of State, pay a $250 filing fee, and get an EIN from the IRS. The complete steps to forming a Puerto Rico LLC are as follows:

  1. File a Puerto Rico LLC Certificate of Formation
  2. Pay the Puerto Rico Department of State $250
  3. Wait to receive your approved Certificate
  4. Get a Federal EIN tax ID for the LLC
  5. Create a Puerto Rico LLC Operating Agreement
  6. Take these documents to the bank and get a Puerto Rico LLC bank account
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Puerto Rico LLC Certificate of Formation free download. When you're done filling out the form, submit it to your state.

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Our free account and tools will walk you through starting and maintaining a Puerto Rico LLC. All for free.

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Documents & Forms

How to File Puerto Rico LLC Certificate of Formation

To form a Puerto Rico LLC, you file the LLC Certificate of Formation in the following steps:
Step 1 Choose a name for your new LLC
Step 2 Declare your LLC type and business purpose
Step 3 Choose when your LLC will start and how long you’d like it to exist
Step 4 Decide what address you’d like to list publicly
Step 5 Decide if you want to hire a registered agent service to minimize public disclosures
Step 6 File online and pay $250 with a credit card (fastest) or mail to the Department of State at Calle San José, San Juan, 00901, Puerto Rico with a check or money order for $250

How Long Does it Take to Start a Puerto Rico LLC?

1

Fastest 1 day

File online yourself and receive your approval within the same day.

1

Almost Fastest (and some might say better) 1 day

Make filing your Certificate of Formation both fast and easy when you hire Northwest. Just answer a few brief questions about your business, sit back, and let our Corporate Guides file everything correctly the first time.

2+

Not Too Shabby 2+ days

Mail your filing, and it will take longer to process unless you pay expensive expediting fees, ranging from $100 (24 hours) to $500 (2 hours).

What is the Cost of a Puerto Rico LLC?

The fee to file a Puerto Rico LLC Certificate of Formation is $250. Hire Northwest, and your total, out-the-door cost is $475.

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How much does an LLC in Puerto Rico cost each year?

Puerto Rico LLCs are required to file an Annual Report. The fee (called an “annual due”) is $150.

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What are the Puerto Rico LLC 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.

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Is a Puerto Rico LLC Registered Agent Required?

Yes, you must list a Puerto Rico resident agent (also called a registered agent) and their Puerto Rico street address in your Certificate of Formation. The agent must actually be available at this address to accept legal notifications during regular business hours. If you’re not a Puerto Rico resident (or just don’t plan to be tied to your office), it’ll be necessary to arrange a third-party to perform registered agent services. Hire Northwest, and we’ll not only provide you our expert registered agent service, we’ll help walk you through the filing process and send you Puerto Rico compliance notifications (Puerto Rico doesn’t remind businesses to file Annual Reports).

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Puerto Rico LLC Versus Puerto Rico Corporation:

The biggest difference comes down to Annual Reports. While both Puerto Rico LLCs and corporations have to pay a $150 fee every year, LLCs only have to confirm some basic information about their business in their report. For corporations, however, the Puerto Rico Annual Report is a doozy. The corporate Annual Report requires a financial statement prepared by a CPA in Puerto Rico (and if your corporation does more than $3 million in revenue per year, you’ll also need to have your statement audited). LLCs avoid this huge annoyance each year. While LLCs are a little more expensive to start ($250 versus $150 for a corporation), the headache you save down the road can be significant.

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Do I Need a Tax ID Number (EIN) for a Puerto Rico LLC?

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.

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Does a Puerto Rico LLC Need a Business License?

If you engage in any business in a Puerto Rico municipality (city, town, etc.), you’ll have to get a “Patente Municipal” license. This is a municipal tax license. The tax is based on turnover (sales) with variable rates. There’s a fine of up to $500 in many municipalities if you fail to register.

Have a physical office or location in Puerto Rico? Before you start operations, you’ll need to obtain a Use Permit from either your municipality or the Office of Management of Permits.

What is a Puerto Rico LLC Annual Report?

Your Puerto Rico LLC Annual Report is a simple form you file each year with the Puerto Rico Department of State to update your LLC’s ownership and contact information. The $150 fee is due April 15th each year. If you forget to file, there’s a FIVE HUNDRED DOLLAR late fee (plus 1.5% interest each month). And if your report remains unfiled, your LLC will eventually be dissolved. When you hire Northwest as your Puerto Rico LLC registered agent, we’ll send you reminder notifications to help make sure you don’t get stuck with huge late fees.

Does a Puerto Rico LLC Need an Operating Agreement?

Puerto Rico isn’t concerned with whether you have an operating agreement or not—but you should be. And members, managers, investors, partners, and lenders will be as well.

Unlike public filings (such as your Certificate of Formation), your operating agreement is a private, internal document. This document lists some of the most essential information about your LLC, like who actually owns it and how much each person invested. Your operating agreement also spells out how profits and losses will be allocated and what happens if there’s a dispute or if the whole business (knock on wood) falls apart. If you’re the only person in your LLC, you might think you don’t need to explain how you run your business to anyone. Despite being an internal document, however, people outside of your business will need your operating agreement too. Just to open a Puerto Rico LLC business bank account, you’ll almost certainly need your operating agreement. And you’ll be hard-pressed to woo investors or partners too if you fail to produce an operating agreement.

Don’t wait to write an operating agreement until someone’s holding out their hand waiting for it. When you hire Northwest to form your Puerto Rico LLC, we’ll give you a free operating agreement, specific to your management style. We’ll give you other free forms too, from membership certificates to resolutions. We hope to work with your business for a long time, so we want you to start out on the right foot. That’s why we’ve spent years refining and improving all of our free forms. We’re proud to say that over 1 million LLCs have used our free LLC forms to help form and maintain their businesses.

 

 

Puerto Rico LLC Certificate of Formation Requirements:

Company 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,” “Compania de Responsibilidad Limited,” or end with the abbreviation “L.L.C.,” “C.R.L.,” “LLC,” or “CRL.”

General Information

You must list your entity type (LLC), whether the LLC is for-profit or non-profit (all LLCs will be for-profit), whether it’s 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). You’ll also list when your want your business to start and whether it will continue forever or have an end date.

Filer Contact Information

This is the contact information of the person completing the formation paperwork.

Main Office Address

List both the physical address and the mailing address of your LLC. If you hire Northwest, you can use our address for this section to increase your business security and privacy.

Resident Agent Information

List the name, address, and complete contact information for your company’s registered agent. When you hire Northwest, our information will go here.

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.

Puerto Rico LLC Administrators

This section is essentially asking for the contact information of 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.

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by Local Corporate Guides®