How to Start an LLC in Puerto Rico
Starting an LLC in Puerto Rico means choosing a business name, appointing a registered agent, and filing a Certificate of Formation. Once your business has been approved by the Puerto Rico Department of State, take additional steps to help your LLC flourish.
Create a PR LLC in 5 Steps:
Step 1: Name Your Puerto Rico LLC
You’ll need to name your LLC before you can do anything else. In Puerto Rico, your LLC name must comply with a couple of rules as well:
- It must include a phrase like “Limited Liability Company” or an abbreviation like “LLC.”
- It must be unique, which means no other Puerto Rican business can already be using it.
Already got a name in mind? Find out if it’s available via the Department of State’s Corporations Search database.
Once you know if it’s available in Puerto Rico, find out if your business name is available as either a domain name or social media handle. For the sake of branding consistency, you should also check to see if anyone has registered a federal trademark with the name you’re seeking.
When you hire us to form your Puerto Rico LLC, we can register your domain name, set up your business website, and more in minutes.
Step 2: Choose a Registered Agent
LLCs are legally required to appoint and maintain a Puerto Rico registered agent who can accept legal mail on behalf of the LLC. Once the agent accepts the mail, they must forward it to the business without delay. Puerto Rico also refers to registered agents as “resident agents.”
Your Puerto Rico registered agent can be either an individual or a business entity. Either way, they must have a registered office, which is a physical office address in Puerto Rico. They should also keep regular business hours at that address so they can accept documents promptly.
Step 3: File PR Certificate of Organization
Filing a Certificate of Formation with the Puerto Rico Department of State will officially register your LLC. You must also pay a $250 formation fee to the Department of State. You can file online or by mail. To make things go faster, make sure you have the following information before you prepare the paperwork:
1
Company name
Be sure to include the required identifier like “LLC.”
2
Principal office
This must be an actual street address, not a PO box.
3
Mailing address
PO boxes are accepted here.
4
Business purpose
You can say something specific like “vegan bakery” or go with something general like “For any and all legal purposes for which an LLC can be organized in Puerto Rico.”
5
Registered agent
List their name here.
6
Authorized person(s)
List the name and mailing address of the person or persons who is completing the formation paperwork.
7
Term of existence
Most companies choose “perpetual” or “indefinite” because they don’t have a set end date in mind for their company. If you do know when your company will dissolve, list that date here.
8
Effective date
You can choose the filing date or pick a specific date up to 90 days in the future.
9
Signature
The authorized person signs here.
10
Email address
List an email address where the company can be reached.
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Step 4: Set Up Business Operations
Now that your Puerto Rico LLC is on the books, you’ll need to perform a few more tasks to keep the business operating smoothly.
Create an operating agreement.
Your operating agreement dictates how the company should run on a daily basis. It explains everything from how voting works to how membership interests are distributed. If you don’t create an operating agreement, your LLC will be bound by default statutes, meaning you have less control of your business.
Get an EIN.
An Employer Identification Number (EIN) is like a Social Security number for your business. You’ll need it for, at minimum, opening a business bank account and hiring employees.
Manage your company’s money.
It’s important that you separate your personal finances from your business finances. To do this, open a separate bank account specifically for your company’s funds. If you don’t, you risk losing the limited liability protections of an LLC.
Get a business license.
Anyone doing business in Puerto Rico needs a Merchant’s Register License from the Puerto Rico Treasury Department. You’ll need this at least 30 days before you begin operations. You’ll also need to obtain business permits and a municipal tax license, and some industries require a professional license as well.
Step 5: File BOI Report
Federal law requires most businesses, including ones in Puerto Rico, to file a Beneficial Ownership Information (BOI) Report as of 2024. This is designed to detect fraud and money laundering in the business world.
The BOI Report requires you to list information about the company’s beneficial owners. A beneficial owner is a person with a significant amount of control or influence over your business. In some cases, you’ll also need to list information about the person or entity who filed your formation paperwork.
We can file your BOI Report on your company’s behalf when you hire us to form your Puerto Rico LLC.
Note: On December 26, 2024, the U.S. Court of Appeals paused the BOI reporting requirement, citing constitutional concerns. While it’s not mandatory for now, we’re still ready to assist you. Check back for more updates and future filing deadlines as they become available.
Frequently Asked Questions
Do Puerto Rico LLCs pay taxes?
If you live in Puerto Rico full-time and also have a business that’s based there, good news: You don’t have to pay federal taxes on income that comes from Puerto Rico. However, Puerto Rican LLCs are taxed as corporations by default. You must also pay any local Puerto Rican taxes.
How much does an LLC cost in Puerto Rico?
There’s a $250 filing fee due when you submit your Certificate of Formation to form your LLC.
What is needed to start an LLC in Puerto Rico?
The filing that forms your LLC in Puerto Rico is known as a Certificate of Formation. You’re required to name your company and designate a PR registered agent with a registered office before you can submit your Certificate. You must also pay the $250 filing fee.