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STARTING A CORPORATION IN PUERTO RICO
Here you’ll find everything you need to know about Puerto Rico corporations. Whether you’re registering an established corporation in Puerto Rico, forming a new corporation, or selling one, Northwest Registered Agent has the information you need. Take a look:
Puerto Rico Incorporation Overview
Although Puerto Rico is technically an unincorporated US territory, in many ways it feels like a different country. But the territory’s Corporation Act is based upon Delaware’s corporate laws, so most of the formation, maintenance, and registration processes will be familiar to those who have formed corporations elsewhere.
Starting a new corporation in Puerto Rico
In PR, you file a form called the Certificate of Incorporation with the Department of State to incorporate a corporation. This can be done on-line on the Department of State’s website.
Registering a foreign corporation in Puerto Rico
To do business in PR with a corporation previously established elsewhere, you need to file a Certificate of Authorization to Do Business form with the Department of State. These can be filed on-line on the department’s website.
See our Puerto Rico LLC page to learn more about LLCs in Puerto Rico.
Puerto Rico Incorporation Specifics:
What you need to know about incorporating in Puerto Rico:
- How do I incorporate/register my corporation in Puerto Rico?
We can form or authorize your corporation in Puerto Rico for you
- Puerto Rico incorporation fees?
Form a corporation in Puerto Rico (aka: domestic corporation): $150
Register a foreign corporation in Puerto Rico: $150
- How long will it take?
On-line filings are the simplest and best way to complete a Puerto Rico corporate filing. Your corporation will be registered or formed with the PR Department of State immediately after completing your filing.
- Name reservation?
You do not need to reserve a name prior to filing. When you file on-line, you’ll be required to do a name search prior to completing the filing, and you’ll know immediately whether your desired business name is available.
- Name requirements?
Your business’ name must include the word “corporation”, “incorporated”, “corporacion”, “incorporado”, or the abbreviations of those words (“inc.” or “corp.”).
- Registered Agent?
You must designate an Puerto Rico registered agent in your Certificate of Incorporation (to learn more about registered agents, see our What is a registered agent? page.
- How are corporations in Puerto Rico formed?
Corporations are formed with the Puerto Rico Department of State, but internally, day-to-day, a corporation is governed by its corporate bylaws, a document that lays out everything the corporation does, how profits will be shared, who is responsible for what, everything.
- Where can I find forms for my Puerto Rico corporation?
In our free corporation forms section, you’ll find every legal document you’ll need for your Puerto Rico corporation.
- What forms will I need?
Below, you’ll find links to forms commonly used when forming corporations in Puerto Rico:
- Get a tax identification number
After you create your corporation with the state of Puerto Rico, you’ll need to get an Employer Identification Number for your corporation (SS-4), or what’s more commonly known as a US tax ID number.
- Open a bank account
At your first director’s meeting, you may need to agree to resolution to open a bank account for your corporation and bring it to your bank when you open the account. It’s very likely that you’ll need to open the bank account in person.
Puerto Rico corporation maintenance
All Puerto Rico corporations must file an annual report with PR Department of State by April 15.
In Puerto Rico, a major part of the Puerto Rico annual report is a financial statement prepared by an independent certified public accountant (CPA) in Puerto Rico. The financial information utilized in the report pertains only to the corporation’s financials directly related to business done in Puerto Rico, which means if the company does business elsewhere, that income does not need to be included in the Puerto Rico financial statement.
Puerto Rico has a state corporate tax rate of 20 percent, plus a graduated surcharge rate. However, moving an existing company to Puerto Rico could make for a massive tax savings. See our Puerto Rico taxes page for more information.
Doing business outside Puerto Rico
To register your corporation in a US state or territory other than Puerto Rico, you’ll likely need to obtain a certificate of good standing from the Puerto Rico Department of State. See our Puerto Rico foreign corporation registration page for more information.