Register your business in Puerto Rico

LLCs and corporations are filed with the Department of State (Departamento de Estado), through the Electronic Registry of Corporations and Entities (Registro Electrónico de Corporaciones y Entidades)¹. In the law, the LLC is called a limited liability company (compañía de responsabilidad limitada). A sole proprietorship has no certificate in the registry. The certificate creates the entity. Permission to operate in a space is in Licenses and permits.

What’s different in Puerto Rico

• The fees you pay are the ones in the table. The Department of State forms table lists $250 for the certificate of organization and $150² for a for-profit corporation. Those figures can govern because Article 17.02 of Law 164-2009 lets the Secretary of State change corporation fees by circular letter or administrative order, and Chapter XXI of Law 164-2009 lets the Secretary of State change LLC fees by circular letter or administrative order. Even so, Law 164-2009, in its version revised July 31, 2025,⁴ still prints other figures, lower in the LLC’s case.*
• The annual report and the annual charge are no longer the same thing. Since 2025, domestic corporations do not have to file the annual report with the Department of State, but they must pay the annual charge⁴. The registry still shows the instructions for the old annual report.*
• The LLC does not file an annual report. It pays an annual fee of $150. The registry page puts that payment on or before April 15 each year, or the next business day if that day falls on a weekend or holiday¹. The current law puts it on March 1 of each year after the close of the calendar year, or when the certificate is canceled⁴.*
• The resident agent can be the corporation itself. It can also be a resident individual, or an entity from here or authorized to do business here. The agent’s office is the designated office.
• A limited liability partnership (sociedad de responsabilidad limitada) is not an LLC. The registration is valid for one year and must be renewed before it expires¹. The table lists $110 for the application and $110² for the renewal.

Do this

1. Choose the structure. LLC, corporation, professional corporation (corporación profesional), close corporation (corporación íntima), limited liability partnership or sole proprietorship. Pick an entity compares them. The Department of State does not choose for you.
2. Check the name. A corporation’s name must include Corporación, Corp., CRL, SRL, Incorporado or Inc., or an equivalent term in another language written in Roman letters. If it uses a term in another language, it must also carry Corporación, Corp., Incorporado or Inc. at the end, only as identification³. An LLC’s name must include Compañía de Responsabilidad Limitada, Limited Liability Company, C.R.L., L.L.C., CRL or LLC⁴. Also search the web and the federal trademark database. The Puerto Rico registry does not clear a federal trademark.
3. Reserve the name only if you are not going to file yet. It lasts one hundred twenty (120) days³. The table lists $10 for a corporation’s reservation and $75² for an LLC’s. The current law sets $75⁴ for reserving, renewing or canceling an LLC’s name.
4. Name a resident agent. It can be the corporation itself, an individual who lives in Puerto Rico, or a legal entity organized under the laws of Puerto Rico or authorized to do business here. The agent's office has to match the designated office, and is usually open during business hours to receive summonses. The designated office is the one registered with the Department of State, where the resident agent is located³.
5. File the certificate with the registry. A two-hour same-day LLC filing adds $500. Same day, without that two-hour window, it adds $200. Within twenty-four hours it adds $100². Those three surcharges are in the table, on top of the LLC fees.
6. Note the annual payment that applies. For the LLC, the registry page says on or before April 15 each year, or the next business day if that day falls on a weekend or holiday¹, while the current law says on March 1 of each year after the close of the calendar year, or when the certificate is canceled.* For a corporation, the rule changed. Since 2025, domestic corporations do not have to file the annual report with the Department of State, but they must pay the annual charge⁴. The public page still talks about a report; confirm the date and total of the current annual charge at the Corporations Registry. The detail is in Stay compliant.

By structure

LLC

File the certificate of organization⁴. It can be created by one or more persons¹. The table lists $250².

The LLC does not file an annual report with the Department of State. It pays an annual fee of $150. The registry page puts that payment on or before April 15 each year, or the next business day if that day falls on a weekend or holiday¹. The form for that fee says it is paid on or before April 15 of each calendar year, and that the penalty is $500, with interest of one and a half percent per month on the overdue fees and on the penalty, until they are paid⁵. The current law puts the payment on March 1 of each year after the close of the calendar year, or when the certificate is canceled, and a penalty of $100.* Under the law, three consecutive years without paying the annual fee cancel the certificate of organization⁴.

The registry page says that the constitutional limits on corporations also apply to limited liability companies¹. That includes the real estate limit below, under Corporation. If your business is real estate, consult a legal professional before filing.

How that LLC is taxed by the Treasury Department (Departamento de Hacienda) is in Get your tax IDs. This page does not choose that classification.

Corporation

File the certificate of incorporation. It can be organized by a natural person with legal capacity, or a legal entity, alone or with others³. The table lists $150² under registration applications.

Since 2025, domestic corporations do not have to file the annual report with the Department of State, but they must pay the annual charge. The reform also covers foreign corporations authorized to operate here. Since 2025, foreign corporations also do not have to file the annual report; payment of the annual charge is still pending. Article 17.01 sets an annual charge of no less than one hundred dollars for a domestic or foreign corporation⁴.

The Department of State table still shows $150² under the line “Informe anual de corporaciones con fines de lucro” (annual report of for-profit corporations), and the registry page still describes a report due no later than April 15 each year¹. That information does not reflect the exemption from filing the report since 2025.* Before paying, check the amount and date of the current annual charge with the Registry. Do not confuse that charge with the Treasury Department return.

The old rules on reports, extensions and the financial statements that go with the report do not mean that a corporation has to file it for 2025 or later years. If you owe a report from a year before 2025, ask the Registry how to regularize it. The obligation to prepare financial statements for the Treasury Department, when it applies, is separate.

The S corporation election is federal and is made with Form 2553, but it is not for a Puerto Rico corporation. For the IRS, only a domestic corporation can be an S corporation. The federal Internal Revenue Code calls a corporation domestic if it is created or organized in the United States, or under the law of the United States or of a state. It also says that, in a geographic sense, the United States is only the states and the District of Columbia⁹. A corporation organized under the laws of Puerto Rico does not meet that definition, so Form 2553⁸ does not apply to it. To decide how your corporation is taxed, consult a CPA.

The bylaws are not filed with the Department of State¹.

A corporation whose main purpose is to provide a professional service is not registered, except as a professional corporation. If that is your case, the table lists $150 for a professional corporation. A close corporation is one with no more than seventy-five shareholders. The table lists $150². The registry page cites the Constitution of Puerto Rico: a corporation may not engage in the buying and selling of real estate¹. If your business is real estate, consult a legal professional before filing.

Nonprofit

The table lists $5 to register a nonprofit corporation. The text says that certificate will be no less than five dollars. A nonprofit religious, fraternal, charitable or educational corporation pays no fee for the certificate of incorporation or for its amendments³. The 2025 amendment eliminates the ordinary annual report obligation for domestic corporations. The table still shows $5² on the line for the old nonprofit report; do not assume that line represents the current annual charge.* Check the applicable charge with the Registry. The rest of this series is written for for-profit businesses.

Limited liability partnership

It is not an LLC. The table lists $110 for the application and $110² for the renewal. The registration is valid for one year and must be renewed before it expires¹. Use it only if that is the structure you chose.

Sole proprietorship

There is no certificate in the table. You still register the taxes that apply to you in Get your tax IDs, and check the permit for the space. If you are going to use a name that is not yours, the Department of State has a Trademark and Trade Name Registry (Registro de Marcas y Nombres Comerciales)¹, but its corporation pages do not say whether that name has to be registered.* Ask there and in your municipality.

Formed in another state

A foreign corporation needs authorization. Among the documents, a certificate of existence from the home jurisdiction, recent, no more than three months old¹. The table lists the foreign authorization certificate at one hundred fifty dollars, or five dollars. For a foreign LLC from the United States, the table lists $250². A resident agent is still needed. If you are not sure your activity counts as doing business here, consult a legal professional. Forming in another state explains the tradeoff.

What you get back

A filed entity, for the EIN and the bank. The annual payment to the Department of State is still a separate obligation, even though corporations no longer file the ordinary report since 2025. The Treasury Department accounts are the next step, in Get your tax IDs.