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. You can file the document online or by mail. The Certificate of Formation costs $250 to file. Once filed with the state, this document formally creates your Puerto Rico LLC. However, to actually ready the LLC to do business, you must complete several additional steps.
Starting a Puerto Rico LLC Guide:
- Choose your Puerto Rico LLC filing option
- Submit the Puerto Rico Certificate of Formation
- Create a Puerto Rico LLC Operating Agreement
- Get a Federal EIN from the IRS
- Open a Puerto Rico LLC bank account
- Obtain any required business licenses
- File the Puerto Rico LLC Annual Report
- Pay taxes on the LLC income
Puerto Rico LLC Filing Options
Free PDF Download
Puerto Rico LLC Certificate of Formation free download. When you're done filling out the form, submit it to the Department of State.
Do It Yourself Online
Our free account and tools will walk you through starting and maintaining a Puerto Rico LLC. All for free.
1 Day Puerto Rico LLC
Includes registered agent service, operating agreement & more.$475 Total
Puerto Rico Certificate of Formation Requirements
To form a Puerto Rico LLC, you must complete and file the Certificate of Formation with the Department of State. See the document below and click on any number to see what information is required in the corresponding section.
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.”
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.
This is the contact information of the person completing the formation paperwork.
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.
List the name, address, and complete contact information for your company’s registered agent. When you hire Northwest, our information will go here.
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.
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.
How much does it cost to start 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, including filing fees, registered agent service, and useful forms and resources to help get your Puerto Rico LLC up and running.
How long does it take to start a Puerto Rico LLC?
File online and receive your approval within the same day. Mail your filing, and it will take longer to process (around 2-4 days) unless you pay for expediting. Expediting fees range from $100 (24 hours) to $500 (2 hours).
If you hire Northwest to start your LLC, we file online and typically have your Puerto Rico LLC formed within 24 hours.
Does a Puerto Rico LLC need a registered agent?
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).
Create the Puerto Rico LLC Operating Agreement
Do I 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.
Why is an Operating Agreement important?
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.
Do I have to write the Operating Agreement?
Not from scratch. 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 and guides. We’re proud to say that over 1 million LLCs have used our free LLC forms to help form and maintain their businesses.
Open a Bank Account for Your Puerto Rico LLC
To open a bank account for your Puerto Rico LLC, you will need to bring the following with you to the bank:
- A copy of the Puerto Rico LLC Certificate of Formation
- The LLC operating agreement
- The Puerto Rico LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC.
We recommend calling your bank ahead of time before going in and asking what their requirements are. Most banks don’t open business accounts nearly as frequently as personal accounts, so some bankers may be unfamiliar with their own bank’s requirements. As frustrating as that may be for you, calling ahead will help save you from being super annoyed when you walk into the bank.
Obtain a Business License
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.
File Puerto Rico LLC Reports
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. Better yet, hire us to prepare and submit your Annual Report for your Puerto Rico LLC.
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.
Pay the LLC Taxes
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.