INFORMATION ON DEPARTMENT OF STATE ONLINE SYSTEM 

To meet the demands of the citizens and advancing technology, Puerto Rico Department of State (PRDOS) now provides online services for entities. On the most basic level, PRDOS provides a free tool that allows searching for entities registered with the department. In addition, the system’s new services have increased to provide citizens with ability to perform online transactions regarding annual reports, extensions, annual dues, certificate of good standing, certificate of existence, certificate validation, dissolutions and/or withdrawal, amendments, partnership renewals, name reservation, restorations, conversions, mergers, consolidations, and creation of new entities. Furthermore, there is no need to purchase a Treasury Department voucher because payments of dues or filing fees are with credit card (AMEX, MC, & Visa). For your security all data sent between your computer and this site is encrypted using the latest technology (SSL). Credit card information used during a transaction is not stored and therefore never accessible by anyone.

These services are available online 24/7 and can be used from the comfort of home or office without having to worry about the hassle of waiting in line. Proof of payment for any of these transactions are generated and received instantaneously. For those citizens without Internet access, PRDOS also has a computer center that is free of cost for those citizens performing online filings.

 
To see the services PRDOS offers visit the following website: http://www.estado.pr.gov/.

Contact Us

Department of State working hours are Monday through Friday from 8:00am to 4:30pm, excluding holidays.

For assistance regarding corporate services you may email us at [email protected].

Puerto Rico Department of State
Calle San José, Plaza de Armas
San Juan, Puerto Rico 00901
Tel. (787) 722-2121 ext. 4402

Telephone Directory by Corporation Office Area

A. Auxiliary Secretariat for Services - 4002, 4003
B. Juridical Entities - 4107, 4109
C. Electronic Services - 4402

ENTITY INFORMATION

General information, such as registration number, name of the entity, status, class, type, and jurisdiction of each entity is available online. In addition, resident agent information is included. The system provides the dates of filing of the following transactions: registration, amendments, certificates, annual fees, annual reports and certain communications.

ANNUAL REPORTS

 Who must file?

The following profit or nonprofit corporations must file a yearly Annual Report with the Department of State, no later than the fifteenth (15th) day of April:

1. Domestic and Foreign Corporations
2. Banks
3. Close Corporations
4. Sponsored by Municipal Corporation
5. Special Employee Owned Corporations
6. Special Corporations for Municipal Development
7. Professional Corporations
8. Public Benefit Corporation
9. Nonprofit corporations whose category is "Religious" but their form of organization is different.

Filing Fees

The filing fees for Annual Reports are as follows:

• One hundred and fifty dollars ($150) for for-profit corporations
• Five dollars ($5) for non-profit corporations

Late Filing Fees

Corporations that are not exempt from filing must file their annual report by the fifteenth (15th) day of April each year. Those corporations that do not file their annual report or apply for an extension by this date will automatically be fined:

1.       Nonprofit - seventy five dollars ($75)

2.       For-Profit – seven hundred and fifty dollars ($750)

Keep in mind that those transactions made until December 31, 2013 by debit to checking or savings account will receive a bank charge of $15.00 if it’s rejected due to insufficient funds or the information entered was incorrect, for example, account number. Also, if the payment is rejected after the expiration date of its filing, in addition to the $15.00 fee you might be assigned penalty due to late filing.

Extension

The Secretary of State grants an extension of sixty (60) days to file the Annual Report, through online request on or before April 15 of each year.

Annual Reports will not be accepted either manually or by certified or regular mail.

Pre-Paid ID

Those that file an extension will need to enter their Pre-Paid ID when file annual report. The Pre-Pay ID can be found on the extension receipt and begins with the letters “PP-”. PP-”.

PENALTIES

If the Annual Report is not filed by the date establish by law, an administrative penalty will be imposed upon, that which in cases of for-profit corporations will be seven hundred and fifty dollars ($750) for reports after 2011; five hundred dollars ($500) for reports between 2000 and 2010, and one hundred dollars ($100) for reports before 1999. For non-profit corporations, the administrative penalty will be seventy five dollars ($75) for reports after 2011 and one hundred dollars ($100.00) for reports before 2010.

General Information

Corporate Operations
The principal nature that best describes the services or operations of the entity. You must choose one of the following categories:

1.      Social Services - Includes the distribution of clothes, food and other necessities, social work services, child care centers, lectures and guidance for self-improvement or family services related to child abuse, the elderly and Homelessness and domestic and family violence, family planning, social rehabilitation services, support services in disaster situations, and others of a similar nature.

2.      Legal Services and Legal Defense - Includes guidance with legal issues, legal assistance in court, and other forums, as well as services designed to protect civil rights and ethnic groups.

3.      Educational and Research Services - Includes all activity of academic, technical, vocational or artistic, intellectual development, special or remedial education and tutoring, and supplementary services such as information systems, librarians, and audiovisuals. It also includes research and practice in the field of education, science, technology, socio-community development and others.

4.       Health services - Includes all types of activity aimed at prevention, diagnosis or treatment of physical or mental health problems.

5.      Art and Culture - Includes all effort directed to the development of activities involving music, art, theatre, folk, crafts, literature, dance and recitation of poetry, and museum; and research or publication in respect of any these areas. It also includes the development of forums, lectures, exhibitions, festivals, concerts, performances, workshops and short courses of formal education.

6.      Recreational and Sports Services - Includes all types of effort to provide activities to occupy free time, with the exception of cultural activities as scouting, eco-tourism, local tourism and all kinds of sports.  This includes the organization of marathons, camps, clinics, tournaments and non-formal courses in physical education and other related topics.

7.      Housing Services - Includes sponsored programs or activities, development and management of housing projects, including rehabilitation and construction of homes, the offering of guidance and financial assistance for housing, location and relocation services and other related services.

8.      Environmental Services - Includes any activity aimed at protecting and improving the environment, such as educational projects, advocacy (defense) groups, recycling campaigns, clean-up campaigns, as well as research and publications on the subject, and similar activities. It also includes wildlife protection and animal health and protection and services.

9.      Economic, social and community development - Includes all activities aimed at promoting the development and rehabilitation of all types of industry or commerce and improving infrastructure. It also includes the self-managed development of financial services of micro, small and medium businesses, and the revitalization of commercial areas. This way, promotion of quality of life in neighborhoods and communities through local development organizations, cooperatives, and others like it; and improving the institutional infrastructure to alleviate social problems and serve public welfare.

10.   Donation - Includes all activities regarding financial support or others of similar nature, directed primarily to finance the operation and development of projects or programs specific to an organization, or to fund the operation and development of other nonprofit organizations.

11.   International Activities - Includes programs, projects and organizations aimed at the development of international humanitarian activities to the international promotion of peace and civil rights, the development of international relations and promotion of social and economic development abroad.

12.   Religious services - Includes any organization, institution or congregation that promotes religious beliefs and administers religious services.

13.   Institutional Services - An Open Category which pursues to include different activities and services offered to members of professional organizations, social clubs and civic organizations, and in the case regarding the latter two categories, those that also offer to individuals or community groups, services do not   necessarily have a common denominator.

14.   Other Services

Form of Organization

Indicate the form of organization that you belong to among the following:

 1.      Professional organization: The main purpose of which is to advance the interests of its members and is usually created by special law to bring together members of one or more professions.

2.       Social Club: The one that integrates people with a common interest, other than professional, and has as main purpose to advance the interests of its members or partners.

3.       Civic organization: Integrates people with some type  of common interest, other than professional, and in addition to advancing the interests of its members or partners, it primarily aims at providing civic services.

4.      Religious Organization: Includes churches, synagogues, mosques and other congregations or institutions of similar nature, and any organization that depends directly from them.

5.       Foundation: Includes any organization incorporated as a nonprofit corporation that provides grants and services to individuals or grants to other nonprofit organizations so that these can provide services. Your funds may come mainly from an individual, family or corporation or from revenues of diverse sources.

6.       Community-based organization: Includes all organizations that are incorporated as a nonprofit corporation to provide services to the community, or any non-governmental organization, internationally designated the acronym NGO, whose constitution is based on a solidary development effort of a particular social community and the participation of members of that community, for example, a neighborhood, a sector with its own identity and personality, a community of those identified as "special.”

7.       Philanthropic organization: Includes any organizations different from those discussed in clauses (1) through (6) of this subsection that are incorporated as nonprofit corporations for the purposes of providing services designed primarily to help the community in general or to the special needs populations forming part of it. The term "philanthropy" is used here in a broad sense, regarding services of diverse natures such as educational, cultural, housing, environmental, health and so on, that are offered to the community based on a spirit of social solidarity and citizenship.

8.       Institutional Services: An open category which seeks to include different activities and services offered to members of professional organizations, social clubs and civic organizations, and in the case regarding the latter two categories, those that also offer individuals or community groups, services that do not necessarily have a common denominator.

Authorized Person

The authorized person is the one who has the authority and also has the power to conduct transactions on behalf of the entity. The following can be authorized person:

1.       Corporation employee

2.       Owner

3.       Certified Public Accountant

4.       Attorney

5.       Paralegal

The type, full name, address, phone number and email of such person should be included.

 

Financial Statement

All annual reports must include a balance sheet prepared in accordance with accounting standards generally accepted that shows the financial condition of the corporation at the close of operations.

This balance sheet will be duly audited by a Certified Public Accountant (CPA) with valid license of the Government Puerto Rico, who is not a shareholder or employee of such corporation, and accompanied by the corresponding opinion of the CPA, if the volume of business exceeds three million dollars ($3,000,000). It is not required that annual reports be audited by a CPA in the case of corporations, domestic or foreign, nonprofit and without capital stock, or corporations for profit, domestic or foreign, whose volume of business in Puerto Rico does not exceed three million dollars ($3,000,000). that had a volume of business greater than or equal to three million dollars need to upload their audited financial statement.

Corporations who were inactive or did not operate during the reporting year are not exempt from filing annual report and must provide a financial statement.

Prior Years Filing

Citizens will have the ability to file Annual Reports / Annual Dues corresponding to previous year to the current year. This option is identified on the menu as "Previous Years". Once you select this option, users can initiate a search for the entity entering the registry number to begin the process of filing for previous years.

Once the entity has been located and the information confirmed, the system displays a list of annual reports or dues that have not been submitted. The user can select the year to file and pay the applicable charges for such entity. Note that the annual report should be done one at a time. However, for the LLC's, user can select more than one year in a single presentation. Users must provide the information required for annual report filing. This includes information for officer and financial statements of the entity.

Payments for previous years can be made by credit card or through unused vouchers that the entity has available in the system.

Unused Voucher Alert

This is an announcement that will become available for public users that have existing unused vouchers on system. Users with unused vouchers will be granted the voucher information at the Electronic Services office.

Waiver of Penalties Program

The Department of State has issued an Waiver of Penalties program effective February 14, 2014. This Waiver of Penalties program states that all corporations will be granted the ability to file annual reports for prior years without penalty. This Waiver of Penalties program includes all corporations, except LLC’s. The program will remain effective until April 15, 2014. 

 

CORPORATION FEES

Filing year	Profit type	Base	Penalty
1973-1989	For-Profit	100	100
1973-1989	Non-Profit	0	0
1990-1999	For-Profit	100	100
1990-1999	Non-Profit	10	100
2000-2010	For-Profit	100	500
2000-2010	Non-Profit	10	100
2011- present	For-Profit	150	750
2011- present	Non-Profit	5	75

LLC FEES

Filing year	Base	Penalty	Compound interest rate
2004-2010	100	100	1.5%
2011- present	150	500	1.5%

Note: LLCs  are excluded from Waiver of Penalties program. They will be charged penalty irrespective of the filing date

 

ECONOMIC DATA SURVEY

In order to be in compliance with the Department of Treasury of Puerto Rico statistics, all corporations will need to provide economic data during the annual report filing.  This information varies depending on the type of entity and will be as follows:
For-Profit corporations

• Employer Identification Number (EIN)
• Current Sales Amount
• Number of Employees
• NAICS Code
• Export
• Main Export Destination
• Secondary Export Destination

Non-Profit Corporations

• Employer Identification Number (EIN)
• Current Sales Amount
• Number of Employees
• Total Number of Volunteers
• Total Number of Service Hours

For-Profit corporations

Employer Identification Number (EIN)

The Employer Identification Number, known as EIN, is a unique identification assigned to a business entity so it can easily be identified by the Internal Revenue Service. The Employer Identification Number is commonly used by employers in order to submit tax reports. The EIN consists of nine (9) digits and serves a similar purpose to a social security number for the entity.

If the corporation does not have an Employer Identification Number (EIN), you can choose this option by selecting "No" to this question.

Current Sales Amount

The volume of business is the total income received by the realization of all economic transactions during a specific period of time. It consists of the total value of goods sold and services provided by the entity in its daily and main activity.

For more details regarding current sales amount, contribution requirements and exceptions for entities refer to section 1022.05 of the Internal Revenue Code of the Department of Treasury of Puerto Rico. Click here for more details.

Number of Employees

This section is for entities to report a range number of employees working at the end of the calendar year. For the number of employees you must select from the range list provided.

NAICS Code (North America Industry Classification System)

The North American Industry Classification System (NAICS) is a standard used by statistical agencies at federal and state level in the classification of business establishments for the purpose of collecting, analyzing and publishing statistical data related to the economy of the entities in U.S. The NAICS code consists of 4 digits that identify the type of business entity.
During the 2013 annual report filing, it is required that the user enter a NAICS code to continue with the process. The user can enter up to three (3) NAICS codes. It is required to have at least one (1) NAICS Code. The following two (2) are optional. To see the available NAICS codes Click Here

Export

This field is required for entities that carry out exports from Puerto Rico to different countries. For an entity that exports to more than one country, the entity can optionally select the secondary destination to which exports. This field applies only to For-Profit Corporations.

Main Export Destination

In this section should provide information on the main export destination where goods are exported. Select your export country from the list provided. This field is not required if the entity does not work exports.

Secondary Export Destination

In this section you can select optionally your secondary destination where goods are exported during the year. This field is not required if the entity does not work export services.

Non-Profit corporations

Employer Identification Number (EIN)

The Employer Identification Number, known as EIN, is a unique identification assigned to a business entity so it can easily be identified by the Internal Revenue Service. The Employer Identification Number is commonly used by employers in order to submit tax reports. The EIN consists of nine (9) digits and serves a similar purpose to a social security number for the entity.

If the corporation does not have an Employer Identification Number (EIN), you can choose this option by selecting "No" to this question.

Current Sales Amount

The current sales amount is the total income received by the realization of all economic transactions during a specific period of time. It consists of the total value of goods sold and services provided by the entity in its daily and main activity.

For more details regarding current sales amount, contribution requirements and exceptions for entities refer to section 1022.05 of the Internal Revenue Code of the Department of Treasury of Puerto Rico. Click here for more details.

Number of Employees

This section is for entities to report a range number of employees working at the end of the calendar year. For the number of employees you must select from the range list provided.

Total Number of Volunteers

This section should state a range of the number of volunteers working on the entity during the calendar year, as established by Act No. 261-2004. Select from the list provided, as applicable, the total number of volunteers.

Total Number of Service Hours

In this field the user must report a range of total hours worked during the year by volunteers within the entity. Select from the list provided, as applicable, the total number of hours.

 

 

Annual Report Information (Designated Office)

For Section Designated Office, the information provided is based on the information submitted by the entity either during the filing of their annual report or by an amendment. If the information displayed on the system has changed, you must file an amendment to correct and update the information in order to provide a record that is accurate regarding the annual report and the detail section of the entity.

Annual Report Information (Resident Agent)

The information shown in this section is based on information provided by the entity's annual report or through an amendment. If any information has changed, you must file an amendment for correction and provide a complete and accurate record on the entity’s detail.

Annual Report Information (Officers)

This section provides updated information regarding current officers who are part of the entity. The user must complete overview of at least two (2) officers of the entity, (title, name, surname, address, email). It is required to enter the email information twice for validation and accuracy purposes.

Annual Report Information (Financial Statement)

For the financial statements section, it is required to complete the spaces provided and upload an audited financial statement.

NAICS Codes

2012 NAICS Code	2012 NAICS Title
11	Agriculture, forestry, fishing and hunting
1111	Oilseed and Grain Farming
1112	Vegetable and Melon Farming
1113	Fruit and Tree Nut Farming
1114	Greenhouse, Nursery, and Floriculture Production
1119	Other Crop Farming
1121	Cattle Ranching and Farming
1122	Hog and Pig Farming
1123	Poultry and Egg Production
1124	Sheep and Goat Farming
1125	Animal Aquaculture
1132	Forest Nurseries and Gathering of Forest Products
1133	Logging
1141	Fishing
1142	Hunting and Trapping
1151	Support Activities for Crop Production
1152	Support Activities for Animal Production
1153	Support Activities for Forestry
21	Mining
2121	Coal Mining
2122	Metal Ore Mining
2123	Nonmetallic Mineral Mining and Quarrying
2131	Support Activities for Mining
22	Utilities
2211	Electric Power Generation, Transmission and Distribution
2212	Natural Gas Distribution
2222	Water Distribution
23	Construction
2331	Land Subdivision and Land Development
2333	Nonresidential Building Construction
2341	Highway, Street, Bridge, and Tunnel Construction
2349	Other Heavy Construction
2351	Plumbing, Heating, and Air-Conditioning Contractors
2352	Painting and Wall Covering Contractors
2353	Electrical Contractors
2355	Carpentry and Floor Contractors
2356	Roofing, Siding, and Sheet Metal Contractors
2357	Concrete Contractors
2358	Water Well Drilling Contractors
2359	Other Special Trade Contractors
31-33	Manufacturing
3111	Animal Food Manufacturing
3112	Grain and Oilseed Milling
3113	Sugar and Confectionery Product Manufacturing
3115	Dairy Product Manufacturing
3116	Animal Slaughtering and Processing
3117	Seafood Product Preparation and Packaging
3118	Bakeries and Tortilla Manufacturing
3119	Other Food Manufacturing
3121	Beverage Manufacturing
3122	Tobacco Manufacturing
3132	Fabric Mills
3133	Textile and Fabric Finishing and Fabric Coating Mills
3141	Textile Furnishings Mills
3149	Other Textile Product Mills
3151	Apparel Knitting Mills
3152	Cut and Sew Apparel Manufacturing
3159	Apparel Accessories and Other Apparel Manufacturing
3161	Leather and Hide Tanning and Finishing
3162	Footwear Manufacturing
3169	Other Leather and Allied Product Manufacturing
3211	Sawmills and Wood Preservation
3212	Veneer, Plywood, and Engineered Wood Product Manufacturing
3222	Converted Paper Product Manufacturing
3231	Printing and Related Support Activities
3241	Petroleum and Coal Products Manufacturing
3251	Basic Chemical Manufacturing
3252	Resin, Synthetic Rubber, and Artificial and Synthetic Fibers
3253	Pesticide, Fertilizer, and Other Agricultural Chemical Manufacturing
3254	Pharmaceutical and Medicine Manufacturing
3255	Paint, Coating, and Adhesive Manufacturing
3256	Soap, Cleaning Compound, and Toilet Preparation Manufacturing
3259	Other Chemical Product and Preparation Manufacturing
3261	Plastics Product Manufacturing
3262	Rubber Product Manufacturing
3271	Clay Product and Refractory Manufacturing
3272	Glass and Glass Product Manufacturing
3273	Cement and Concrete Product Manufacturing
3274	Lime and Gypsum Product Manufacturing
3279	Other Nonmetallic Mineral Product Manufacturing
3311	Iron and Steel Mills and Ferroalloy Manufacturing
3312	Steel Product Manufacturing from Purchased Steel
3313	Alumina and Aluminum Production and Processing
3314	Nonferrous Metal (except Aluminum) Production and Processing
3315	Foundries
3321	Forging and Stamping
3322	Cutlery and Hand tool Manufacturing
3323	Architectural and Structural Metals Manufacturing
3324	Boiler, Tank, and Shipping Container Manufacturing
3325	Hardware Manufacturing
3326	Spring and Wire Product Manufacturing
3327	Machine Shops; Turned Product; and Screw, Nut, and Bolt Manufacturing
3328	Coating, Engraving, Heat Treating, and Allied Activities
3329	Other Fabricated Metal Product Manufacturing
3331	Agriculture, Construction, and Mining Machinery Manufacturing
3332	Industrial Machinery Manufacturing
3333	Commercial and Service Industry Machinery Manufacturing
3334	Ventilation, Heating, Air-Conditioning, and Commercial Refrigeration Equipment Manufacturing
3335	Metalworking Machinery Manufacturing
3336	Engine, Turbine, and Power Transmission Equipment Manufacturing
3339	Other General Purpose Machinery Manufacturing
3341	Computer and Peripheral Equipment Manufacturing
3342	Communications Equipment Manufacturing
3343	Audio and Video Equipment Manufacturing
3344	Semiconductor and Other Electronic Component Manufacturing
3345	Navigational, Measuring, Electro medical, and Control Instruments Manufacturing
3346	Manufacturing and Reproducing Magnetic and Optical Media
3351	Electric Lighting Equipment Manufacturing
3352	Household Appliance Manufacturing
3353	Electrical Equipment Manufacturing
3359	Other Electrical Equipment and Component Manufacturing
3361	Motor Vehicle Manufacturing
3362	Motor Vehicle Body and Trailer Manufacturing
3363	Motor Vehicle Parts Manufacturing
3364	Aerospace Product and Parts Manufacturing
3365	Railroad Rolling Stock Manufacturing
3366	Ship and Boat Building
3369	Other Transportation Equipment Manufacturing
3371	Household and Institutional Furniture and Kitchen Cabinet
3372	Office Furniture (including Fixtures) Manufacturing
3379	Other Furniture Related Product Manufacturing
3391	Medical Equipment and Supplies Manufacturing
3399	Other Miscellaneous Manufacturing
42	Wholesale Trade
4211	Motor Vehicle and Motor Vehicle Parts and Supplies
4212	Furniture and Home Furnishing
4213	Lumber and Other Construction Materials
4214	Professional and Commercial Equipment and Supplies
4215	Metal and Mineral (except Petroleum)
4216	Electrical Goods
4217	Hardware, and Plumbing and Heating Equipment and Supplies
4218	Machinery, Equipment, and Supplies
4219	Miscellaneous Durable Goods
4221	Paper and Paper Product
4222	Drugs and Druggists’ Sundries
4223	Apparel, Piece Goods, and Notion
4224	Grocery and Related Product
4225	Farm Product Raw Material
4226	Chemical and Allied Products
4227	Petroleum and Petroleum Products
4228	Beer, Wine, and Distilled Alcoholic Beverage
4229	Miscellaneous No durable Goods
44-45	Retail Trade
4411	Automobile Dealers
4412	Other Motor Vehicle Dealers
4413	Automotive Parts, Accessories, and Tire Stores
4421	Furniture Stores
4422	Home Furnishings Stores
4431	Electronics and Appliance Stores
4441	Building Material and Supplies Dealers
4442	Lawn and Garden Equipment and Supplies Stores
4451	Grocery Stores
4452	Specialty Food Stores
4453	Beer, Wine, and Liquor Stores
4461	Health and Personal Care Stores
4471	Gasoline Stations
4481	Clothing Stores
4483	Jewelry, Luggage, and Leather Goods Stores
4511	Sporting Goods, Hobby, and Musical Instrument Stores
4512	Book, Periodical, and Music Stores
4521	Department Stores
4529	Other General Merchandise Stores
4531	Florists
4532	Office Supplies, Stationery, and Gift Stores
4533	Used Merchandise Stores
4539	Other Miscellaneous Store Retailers
4541	Electronic Shopping and Mail-Order Houses
4542	Vending Machine Operators
4543	Direct Selling Establishments
48-49	Transportation and Warehousing
4811	Scheduled Air Transportation
4812	Nonscheduled Air Transportation
4821	Rail Transportation
4831	Deep Sea, Coastal, and Great Lakes Water Transportation
4832	Inland Water Transportation
4841	General Freight Trucking
4842	Specialized Freight Trucking
4851	Urban Transit Systems
4852	Interurban and Rural Bus Transportation
4853	Taxi and Limousine Service
4855	Charter Bus Industry
4859	Other Transit and Ground Passenger Transportation
4861	Pipeline Transportation of Crude Oil
4862	Pipeline Transportation of Natural Gas
4871	Scenic and Sightseeing Transportation, Land
4872	Scenic and Sightseeing Transportation, Water
4881	Support Activities for Air Transportation
4882	Support Activities for Rail Transportation
4883	Support Activities for Water Transportation
4884	Support Activities for Road Transportation
4885	Freight Transportation Arrangement
4889	Other Support Activities for Transportation
4911	Postal Service
4921	Couriers
4922	Local Messengers and Local Delivery
51	Information
5111	Newspaper, Periodical, Book, and others Publishers
5112	Software Publishers
5121	Motion Picture and Video Industries
5122	Sound Recording Industries
5131	Radio and Television Broadcasting
5132	Cable Networks and Program Distribution
5133	Telecommunications
5141	Information Services
5142	Data Processing Services
52	Finance and Insurance
5221	Depository Credit Intermediation
5222	No depository Credit Intermediation
5223	Activities Related to Credit Intermediation
5231	Securities and Commodity Contracts Intermediation and Brokerage
5239	Other Financial Investment Activities
5241	Insurance Carriers
5242	Agencies, Brokerages, and Other Insurance Related Activities
5251	Insurance and Employee Benefit Funds
5259	Other Investment Pools and Funds
53	Real Estate and Rental and Leasing
5311	Lessors of Real Estate
5312	Offices of Real Estate Agents and Brokers
5313	Activities Related to Real Estate
5321	Automotive Equipment Rental and Leasing
5322	Consumer Goods Rental
5323	General Rental Centers
5324	Commercial and Industrial Machinery and Equipment Rental and Leasing
5331	Lessors of Non-financial Intangible Assets (except Copyrighted Works)
54	Professional, Scientific, and Technical Services
5411	Legal Services
5412	Accounting, Tax Preparation, Bookkeeping, and Payroll Services
5413	Architectural, Engineering, and Related Services
5414	Specialized Design Services
5415	Computer Systems Design and Related Services
5416	Management, Scientific, and Technical Consulting Services
5417	Scientific Research and Development Services
5418	Advertising and Related Services
5419	Other Professional, Scientific, and Technical Services
55	Management of Companies and Enterprises
5511	Management of Companies and Enterprises
56	Administrative and Support and Waste Management and Remediation Services
5611	Office Administrative Services
5612	Facilities Support Services
5614	Business Support Services
5615	Travel Arrangement and Reservation Services
5616	Investigation and Security Services
5617	Services to Buildings and Dwellings
5619	Other Support Services
5621	Waste Collection
5629	Remediation and Other Waste Management Services
61	Educational Services
6111	Elementary and Secondary Schools
6112	Junior Colleges
6113	Colleges, Universities, and Professional Schools
6114	Business Schools and Computer and Management Training
6115	Technical and Trade Schools
6116	Other Schools and Instruction
6117	Educational Support Services
62	Health Care and Social Assistance
6211	Offices of Physicians
6212	Offices of Dentists
6213	Offices of Other Health Practitioners
6214	Outpatient Care Centers
6215	Medical and Diagnostic Laboratories
6216	Home Health Care Services
6219	Other Ambulatory Health Care Services
6221	General Medical and Surgical Hospitals
6222	Psychiatric and Substance Abuse Hospitals
6231	Nursing Care Facilities
6232	Residential Mental Retardation, Mental Health and Substance Abuse Facilities
6233	Community Care Facilities for the Elderly
6239	Other Residential Care Facilities
6242	Community Food and Housing, and Emergency and Other Relief Services
6243	Vocational Rehabilitation Services
6244	Child Day Care Services
71	Arts, Entertainment,and Recreation
7111	Performing Arts Companies
7112	Spectator Sports
7113	Promoters of Performing Arts, Sports, and Similar Events
7114	Agents and Managers for Artists, Athletes, Entertainers, and Other Public Figures
7115	Independent Artists, Writers, and Performers
7121	Museums, Historical Sites, and Similar Institutions
7131	Amusement Parks and Arcades
7132	Gambling Industries
7139	Other Amusement and Recreation Industries
72	Accomodation and Food Services
7211	Traveler Accommodation
7212	Recreational Vehicle Parks and Camps
7213	Rooming and Boarding Houses
7221	Full-Service Restaurants
7222	Limited-Service Eating Places
7223	Special Food Services
7224	Drinking Places (Alcoholic Beverages)
81	Other Services (except Public Administration)
8111	Automotive Repair and Maintenance
8112	Electronic and Precision Equipment Repair and Maintenance
8113	Commercial and Industrial Machinery and Equipment Repair
8114	Personal and Household Goods Repair and Maintenance
8121	Personal Care Services
8122	Death Care Services
8123	Dry-cleaning and Laundry Services
8129	Other Personal Services
8131	Religious Organizations
8132	Grant making and Giving Services
8133	Social Advocacy Organizations
8134	Civic and Social Organizations
8139	Business, Professional, Labor, Political, and Similar Organizations
8141	Private Households

Public Benefit Corporation

Persons Responsible for Preparing the Annual Report

Act 233 of December 22, 2015 establishes that every Public Benefit Corporation must provide the contact information of the persons responsible for the report (Public Benefit Director and Public Benefit Officer).

Public Benefit Director:

A. General rule - Every Board of Directors of a Corporation of Social Benefit organized under the provisions of this Chapter shall appoint from among its members a Public Benefit Director who shall have, in addition to the powers, the duties, rights and immunities of the other directors of the Public Benefit Corporation, the powers, duties, rights and immunities provided for in this Article.

B. Election, removal and qualifications - The office of Public Director shall be elected, and may be declared vacant, in the manner prescribed by the provisions of Chapter VII of this Act the Public Director may serve as the Official of the Public Benefit Corporation at the same time. Serves as Public Director, if the statutes of this so permit. The Board may even designate a standing committee of members of the Board of Directors and employees of the Corporation that fulfill the functions described for the Public Director in this Article. The certificate of incorporation and the statutes of a Public Benefit Corporation may establish additional requirements to the position and functions of Public Director, as long as they are not incompatible with this Article.

C. Annual Compliance Statement - The Public Director will be responsible for recommending the internal Public Benefit policy in accordance with the provisions of the incorporation certificate and the bylaws, monitoring the fulfillment of social benefit purposes, and annually submit a report to the shareholders that will be part of the Annual Benefit Report.

Public Benefit Officer

A. A Public Benefit Corporation may have an officer designated as a Public Benefit Officer.

B. Functions - The Public Benefit Officer will administer the internal policy established by the Board of Directors for the fulfillment of the general public benefit.

Accountability Report

Act 233 of December 22, 2015 establishes among others, in its article 23.13 that the Entity shall submitted to the Department of State, together with the anual report, a statement regarding the promotion and annual operation on public benefit established in the certificate of incorporation. This statement shall include the following:

1. The internal policies and action plans that the Board of Directors has established to promote such public benefits;

2. Objective factual information based on the commonly accepted standards on the success of the company in the fulfillment of the objectives of the promotion of these public benefits;

3. An overall Corporate Social Responsibility Report of corporate general operations using an internationally recognized standard developed by an independent third party, on the following aspects not necessarily related to the general public corporation benefit, as applicable:

• Environment: Product life cycle management; Equilibrium between exploitation of natural resources and consumption needs; Quality assurance of production; Waste and waste reduction; Use of clean technologies; Reduction of environmental impacts on air, water, vegetation and soils; Emergency management; Reduction of environmental accidents; Early detection of failures in production systems; Vision of sustainable development; And responsible use of resources and reconciliation of the economic, social and environmental aspects of the activities.
• Corporate Operation: Information transparency, impact on the economic development of local communities and support for the development of local communities where the corporation operates; Occupational health and safety; Reduction of industrial accidents, impacts on the environment and nonconforming product; Regulatory compliance; Report on evaluations by governmental and / or independent regulatory agencies on aspects of compliance with the operation of the business.
• Human capital: Anti-discrimination policies and practices, elimination of situations of violence, ill-treatment, among others, attention to vulnerable groups, safety of workplaces and reduction of accidents at work; Prevention of occupational health problems; And training and training of Human Resource.

The provisions of the previous section are applicable to the annual fee of the Low Profit Limited Liability Companies.

Annual Report - Financial Statement Amendment

General Information

According to the laws in the Government Puerto Rico, corporations need to annually report accurate financial information; errors in the reporting of the Balance Sheet/Financial Statement (BALFIN) can be corrected by re-filing an amendment to the Balance Sheet/Financial Statement.

Annual Report (AR) Financial Statement Amendment is a new feature offered by the DOS for corporations to make corrections to the Financial Statements. In order to process a financial statement amendment, the filer must pay a fee for the adjustment to the AR BALFIN. If the corporation wishes to file a Financial Statement Amendment, they must do so within the permitted filing period or within the extension periods provided by the DOS. Re-files submitted after the filing period will receive a one-time penalty for late filing. Late filing fee is separate to the cost of a Financial Statement Amendment. Corporations cannot undergo Re-file process if they did not file an annual report for the corporation.

The AR Financial Statement Amendment process is limited only to changes to the Balance Sheet/Financial Statement. The Financial Statement Amendment must also be certified by two authorized officers of the entity. Once the Financial Statement Amendment process is finished, both the Original AR filing Financial Statement Amendment AR filing will be available in public record online.

Requirements

All Corporations are required to file an Annual Report. If no annual report was filed, the filer cannot undergo the Financial Statement Amendment process

The information required to perform a Financial Statement Amendment of the Balance Sheet and Financial Statements is the following:

-- First option you will need to select is the one that reads “Re-file Options”. Here you will be able to select “Amend Financial Statement”

-- Filer’s General Information (Name, Address, Officer title, telephone number, Email) 

-- Balance Sheet and Financial Statement (BALFIN) Section

-- Summary of Financial Statement Amendment transaction

-- Payment data including Payer information and credit card details.

Entities Authorized to perform Financial Statement Amendments

-- Corporation (For Profit and Non-Profit)

-- Professional Corporation

-- Special Corporations for Municipal Development

-- Close Corporation

-- Special Employee Owned Corporations

 

Officers authorized to file a Financial Statement Amendment

-- President

-- Secretary

-- Treasurer

-- Vice President

-- Other - user specifies

-- Assistant Secretary

-- Assistant Treasurer

 

All information regarding the officers must be filled out (Name, Country, Address, and Email) in order to proceed with the Financial Statement Amendment for the Annual Report. If filer is an officer, he must include his term in the corporation.

Fees

Filing fees for Financial Statement Amendment:

-- For Profit = $20.00

-- Non-Profit = $4.00

Penalty

Corporations that do not process a Financial Statement Amendment before the filing deadline plus extension periods, will be charged with a penalty for late filing. Late filing penalty for corporations For Profit is $750.00 and $75.00 for Non- Profit Corporations.

Receipts and Certificates

Once finished with the Financial Statement Amendment process, an email notification will be sent to all officers confirming the submission.

ANNUAL DUE

Limited Liability Companies only need to pay an annual fee on or before April 15 of each year. The information required is the name of the authorized person, address, telephone number and email address.

Fees

1.       Limited Liability Company - $150.00

2.       Penalty - $500.00 plus 1.5% of interest per month

 

 

DESIGNATED OFFICE

The designated office is where the Resident Agent of the Corporation is located. This office may be located in your business premises or elsewhere. What should be indicated is the street address and mailing address of the designated office in Puerto Rico.

RESIDENT AGENT

The Resident Agent of a corporation is a person who is authorized to receive summons and perform any transaction concerning the corporation. This person may be:

1.       An individual resident in Puerto Rico,

2.       The corporation itself, or

3.       A corporation organized under the laws of the Commonwealth of Puerto Rico or an authorized jurisdiction in Puerto Rico (foreign), whose business office will be open during business hours.

The resident agent’s name, street address, mailing address and email should be indicated.

DIRECTORS AND OFFICIALS 

The Board of Directors shall consist of one or more members, which must be natural to the land. These are the ones who run the corporation and occupy administrative positions. The Board of Directors organized under the General Corporation Law should have officers with titles and duties, as provided in the bylaws of the corporation or a resolution of the board of directors, not inconsistent with these bylaws and, as needed, to allow the corporation to sign instruments and stock certificates in compliance to this Act. One of the officers shall be appointed as chairman, chief executive officer or other similar title. One of the officers will consign, in a book that will be maintained for such purposes, all the minutes of all meetings of shareholders of the corporation and the board of directors. An officer may simultaneously occupy one or more of the charges established, unless the certificate of incorporation or bylaws of the corporation provide otherwise.

Annual Reports must include two officials. One officer may select multiple titles that apply.

In Creation filings, directors and officials may be stated at that moment or be specified at a later date. You can specify only one director or officer if that is the intention. 

The directors and officials title, name, mailing address, and term of expiration must be specified

 SIGNATURES

Annual Reports and Creation Filings require electronic signatures of the incorporators, partners and/or person(s) authorized. To select the person(s) who will sign simply mark the box next to their name.

Creation filings must be signed by at least one incorporator.

Annual Reports may be signed by directors and officials or an authorized person

CREATION FILINGS

Name Availability

Class

The following are considered classes of corporations:

1.       Corporation - A corporation is a form of business organization that has a legal personality separate from its owners. In other words, it exists apart from its shareholders, directors and officers, in contrast to a regular company and individual business, which cannot run away from its owners. For this reason, a corporation may acquire, transfer or dispose of his property, and sue and be sued in court, among other things.  Corporations may engage in any business, provided that they have a lawful purpose and it is not prohibited by operation of law. The owners of a corporation are called shareholders, who acquired their ownership interest through the purchase of shares of stock. Generally, an incorporated entity is managed by a board of directors chosen by shareholders.

2.       Professional Corporation - A professional service corporation is a corporate entity created by one or more professionals for the purpose of providing professional service. Establishing a professional corporation requires that services be offered exclusively by persons duly authorized by the Commonwealth of Puerto Rico, in order to exercise that particular profession. In other words, all members of the corporation should belong to the same profession.  Generally, shareholders of a professional corporation are not personally liable for the entity’s obligations. However, shareholders are subject to personal liability for the results arising from their negligent acts while exercising their profession.  They are also responsible for the negligent acts incurred by any person under his supervision. Similar to a regular corporation, a professional services corporation has legal personality. For this reason, this entity may sue and be sued in court, acquire, dispose of or transfer their assets and can have unlimited life, among other things.

3.       Close Corporation - A close or family corporation is a closed corporate entity that is subject to different constraints given by operation of law. This form of business organization is similar to a regular corporation in relation to the liability of investors. However, it has characteristics similar to those of a regular partnership in terms of internal relations among its members. Close corporation is legally separate from its owners and the limited liability protection of its shareholders. However, unlike a regular corporation where the shares are freely transferable, the ownership interest of the corporation (shares) cannot be offered publicly. The incorporation certificate of a close corporation is limited to no more than 35 shareholders. Furthermore, this certificate permits the establishment of restrictions concerning the entrance of the corporation’s shareholders.

4.       Special Employee Owned Corporation - Any corporation or group of individuals who wish to organize as a special employee owned corporation should comply with the provisions of Chapter 16 of the General Corporation Law. Every corporation organized under this Chapter shall have at least three (3) regular members who are not related to each other within the fourth degree of consanguinity or second affinity. Only organized groups of people such as an entity whose purpose is of conducting a new economic activity can constitute a special employee owned corporation.

5.       Special Corporations for Municipal Development - Municipalities are given the authorization to create special corporations for municipal development, in order to promote any activities in the municipality such as businesses and municipal programs and state and federal agencies, aimed at integral development and result in the overall welfare of the inhabitants of the municipality through the growth and expansion of various areas, such as a social services, public land development, housing, trade, industry, agriculture, recreation, health, environment, sport and culture. The Secretary of State does not authorize the registration of a special corporation for municipal development without prior approval of the Municipal Assembly of the municipality.

6.       Sponsored by Municipal Corporations - Municipalities may join, participate, promote and sponsor non-profit corporations organized to promote economic, cultural or social betterment of a municipality or region from which it is part of. The corporation must be organized with the effort, participation and commitment, of not only it self’s or the municipality, but also agencies or organizations from different sectors, such as higher educational institutions, corporations and private industrial and/or associations of industries and businesses. You can refer to Law No. 81 of August 30, 1991, amended in Section 17016, for additional requirements on how to qualify for the registration of this kind of corporation.

7.       Limited Liability Company (LLC) - Refers to a company formed by one (1) or more persons under the laws of Puerto Rico. It requires a contract, adopted by the members of a limited liability company, to govern the internal affairs and administration of the limited liability company. A contract for a limited liability company shall be valid even if the company has only one member. A contract for a limited liability company may provide rights to any person, including a person who is not part of the contract of the limited liability company, if it is provided in the contract.

8.       Limited Liability Partnership (LLP) - Partnership created by no less than two (2) individuals.

9.       Low Profit Entity (Corporation) - is a for-profit corporation, which can issue securities and capital stocks, whose mission and objectives are aimed at encouraging the public benefit. Public benefit means a substantial positive impact on society or the environment that can be measurable and evaluated under independent standards.

10. Low Profit Entity (LLC) - It is a limited liability company commonly known as "L3C" and should operate at all times with a legal order. You should refer to Section 19.06 of Act. 164 of 2009, as amended by Act. 233 of 2015.

Corporate Name

The corporate name is what will identify you in the records of the Department of State. You must select a name that has not been used by an active corporation and which can be distinguished from other corporations.

Designation

The name should end with one of the following abbreviations or designations:

 

Corporation Class	Designation / Abbreviation	Reference - General Corporations
1.    Professional Corporation	C.S.P. CSP P.S.C. PSC C.P. CP P.C. PC	Article 18.14
2.      Corporations	Corporation Incorporated Corp. Inc.	Article 1.02
3.      Close Corporation	Corporation Incorporated Corp. Inc.	Article 14.04
4.          4. Sponsored by Municipal Corporation	Corporation Incorporated Corp. Inc.	Law 81 of 1991
5.     Limited Liability Company	L.L.C. LLC CRL C.R.L. Compañía de Responsabilidad Limitada Limited Liability Company	Article 19.02
6.      Limited Liability Partnership	S.R.L. SRL L.L.P LLP Sociedad de Responsabilidad Limitada Limited Liability Partnership	Law 154 of 1996
7.       Special Employee Owned Corporations	Corporation Incorporated Corp. Inc. The name must include “P.T.” or “PT”	Article 16.02 (A-1)
8. Special Corporation for Municipal Development	Must include the term “Development Corporation”, followed by the name of the municipality and the letters “C.D.”	Law 81 of 1991
9. Low Profit Entity (Corporation)	Public Benefit Corporation Corporación de Beneficio Social B Corporation Corporación B P.B.C. C.B.S. PBC CBS	Act 233 of 2015
10. Low Profit Entity	Low Profit Limited Liability Company Compañía de Responsabilidad Limitada con Fin Social L.P.L.L.C. C.R.L.F.S. LPLLC CRLFS L3C	Act 233 of 2015

 

General Information

Types of Corporation

1.       For profit - authorized to issue shares of capital

2.       Nonprofit - not authorized to issue shares of capital

Jurisdiction

1.       Domestic - Every corporation organized under the laws of Puerto Rico.

2.       Foreign - Every corporation organized in accordance with the laws of any jurisdiction other than the Commonwealth.

Nature of Corporate Administration (Nonprofit)
Principal natures that best describes the services or transactions of a nonprofit corporation:

1.       Social Services - Includes the distribution of clothes, food and other necessities, social work services, child care centers, lectures and guidance for self-improvement or family services related to child abuse, the elderly and Homelessness and domestic and family violence, family planning, social rehabilitation services, support services in disaster situations, and others of a similar nature.

2.       Legal Services and Legal Defense - Includes guidance with legal issues, legal assistance in court, and other forums, as well as services designed to protect civil rights and ethnic groups.

3.       Educational and Research Services - Includes all activity of academic, technical, vocational or artistic, intellectual development, special or remedial education and tutoring, and supplementary services such as information systems, librarians, and audiovisuals. It also includes research and practice in the field of education, science, technology, socio-community development and others.

4.       Health services - Includes all types of activity aimed at prevention, diagnosis or treatment of physical or mental health problems.

5.       Art and Culture - Includes all effort directed to the development of activities involving music, art, theatre, folk, crafts, literature, dance and recitation of poetry, and museum; and research or publication in respect of any these areas. It also includes the development of forums, lectures, exhibitions, festivals, concerts, performances, workshops and short courses of formal education.

6.       Recreational and Sports Services - Includes all types of effort to provide activities to occupy free time, with the exception of cultural activities as scouting, eco-tourism, local tourism and all kinds of sports.  This includes the organization of marathons, camps, clinics, tournaments and non-formal courses in physical education and other related topics.

7.       Housing Services - Includes sponsored programs or activities, development and management of housing projects, including rehabilitation and construction of homes, the offering of guidance and financial assistance for housing, location and relocation services and other related services.

8.       Environmental Services - Includes any activity aimed at protecting and improving the environment, such as educational projects, advocacy (defense) groups, recycling campaigns, clean-up campaigns, as well as research and publications on the subject, and similar activities. It also includes wildlife protection and animal health and protection and services.

9.       Economic, social and community development - Includes all activities aimed at promoting the development and rehabilitation of all types of industry or commerce and improving infrastructure. It also includes the self-managed development of financial services of micro, small and medium businesses, and the revitalization of commercial areas. This way, promotion of quality of life in neighborhoods and communities through local development organizations, cooperatives, and others like it; and improving the institutional infrastructure to alleviate social problems and serve public welfare.

10.   Donation - Includes all activities regarding financial support or others of similar nature, directed primarily to finance the operation and development of projects or programs specific to an organization, or to fund the operation and development of other nonprofit organizations.

11.   International Activities - Includes programs, projects and organizations aimed at the development of international humanitarian activities to the international promotion of peace and civil rights, the development of international relations and promotion of social and economic development abroad.

12.   Religious services - Includes any organization, institution or congregation that promotes religious beliefs and administers religious services.

13.   Institutional Services - An Open Category which pursues to include different activities and services offered to members of professional organizations, social clubs and civic organizations, and in the case regarding the latter two categories, those that also offer to individuals or community groups, services do not   necessarily have a common denominator.

14.   Other Services

Form of Organization (Nonprofit)

Indicate the form of organization that you belong to among the following:

 1.       Professional organization: The main purpose of which is to advance the interests of its members and is usually created by special law to bring together members of one or more professions.

2.      Social Club: The one that integrates people with a common interest, other than professional, and has as main purpose to advance the interests of its members or partners.

3.       Civic organization: Integrates people with some type  of common interest, other than professional, and in addition to advancing the interests of its members or partners, it primarily aims at providing civic services.

4.     Religious Organization: Includes churches, synagogues, mosques and other congregations or institutions of similar nature, and any organization that depends directly from them.

5.      Foundation: Includes any organization incorporated as a nonprofit corporation that provides grants and services to individuals or grants to other nonprofit organizations so that these can provide services. Your funds may come mainly from an individual, family or corporation or from revenues of diverse sources.

6.      Community-based organization: Includes all organizations that are incorporated as a nonprofit corporation to provide services to the community, or any non-governmental organization, internationally designated the acronym NGO, whose constitution is based on a solidary development effort of a particular social community and the participation of members of that community, for example, a neighborhood, a sector with its own identity and personality, a community of those identified as "special.”

7.      Philanthropic organization: Includes any organizations different from those discussed in clauses (1) through (6) of this subsection that are incorporated as nonprofit corporations for the purposes of providing services designed primarily to help the community in general or to the special needs populations forming part of it. The term "philanthropy" is used here in a broad sense, regarding services of diverse natures such as educational, cultural, housing, environmental, health and so on, that are offered to the community based on a spirit of social solidarity and citizenship.

8.      Institutional Services: An open category which seeks to include different activities and services offered to members of professional organizations, social clubs and civic organizations, and in the case regarding the latter two categories, those that also offer individuals or community groups, services that do not necessarily have a common denominator.

Purpose

The purpose of a corporation consists of a brief description explaining what the corporation will dedicate itself to. It will be sufficient to express only or with other businesses and purposes, that the objective or purpose of the corporation is to engage in any lawful act or business for which corporations may be organized under the Law; with such a statement all lawful act and business will be included in the corporation’s purposes, except for specific limitations, if any.

Existence

The existence of a corporation can be specified through a provision limiting the duration of the corporation to a specific date. If unknown, or in the absence of such provision, the corporation shall have perpetual existence.

1.       Perpetual - indefinite

2.       Specific Date - until when will it be operational

Effective Date

The filing will become effective on the date of its filing. However, it may be arranged to not be effective until a specified date after the date regarding filing, but this date may not exceed ninety (90) days from the filing date.

-- Filing Date   - the day the corporation is registered

-- Effective date - specific date that will have corporate effectiveness   may not exceed ninety (90) days after the filing date

Filer

The authorized person is the one who has the authority and also has the power to conduct transactions on behalf of the corporation. The following types:

1.       Corporation employee

2.       Owner

3.       Certified Public Accountant

4.       Attorney

5.       Paralegal

The type, full name, street address, phone number and email of the filer should be included.

Incorporators

The incorporator is the person who carries out the registration of the corporation by filing the Incorporation Articles. This person can also file other necessary business documents until the corporation is officially registered with the Department of State. This person can be part of the corporation’s board of directors or it could be a particular person who does not or will not have any type of participation inside of the corporation.

An incorporator can be a lawyer, but it is not required. The person designated as the incorporator listed in the Incorporation Articles so that he or she can be contacted by the Department of State, if necessary. The incorporator does not have formal duties once the company has been registered with the Department of State.

 

Include the name of the incorporator and the title that person has. Indicate the physical and mailing address, which may be located in the same place of business or elsewhere. Include an email and indicate the term of expiration.

Shares of Capital

Representative titles of shareholder participation in the capital of a legal entity. Shares of capital effectively respond to a contribution of money or any other property. These shares provide the holder the right to receive a proportional share of the income of the corporation.

Share - The minimal part that is represented in the capital of a company. A stock is an undivided partition, for example, if we have 1% of the shares of a company, we cannot determine the 1% of the company that is ours. We only know that it is 1% of the whole. Shares grant economic rights to its holders.

Indicate whether the value of each share is valued at par or not par value.

-- Par value - represent the minimum value per shares that will be invested when the shares are issued.

-- Without par value - the price is established the moment it is sold.

Types of shares

-- Preferred - Preferred shareholders have a greater claim for assets and profits of a company. This is certain, when the company has excess cash and decides to circulate money in the form of dividends to its investors. In these cases when conducting distributions, preferred shareholders are paid before common shareholders.

-- Common - the issuance of common stock is a tool for achieving long-term social capital, representing the forms of ownership and therefore is not required to pay dividends for its acquisition. The common shareholder is also known by the term "residual owner", because in essence it is he who receives what remains after all claims on the utilities and assets of the company have been satisfied. However, this is more important during the period of insolvency when the common shareholders are last in line for the assets.

Example

A.      15,000 shares with par value of $1 each 

a.      Multiply the number of shares by the par value (15,000 x $ 1) equal to $15,000 of authorized capital

b.      Then divide by $100 for the number of "taxable stock" ($15.000 / $100 = 150 taxable stocks)

c.      150 shares @ .01 = $ 15.00, but would have to pay $ 100 which is the minimum

B.      1,000,000 shares with par value of $ 1 each

a.      1,000,000 x $ 1 = $ 1,000,000 authorized capital

b.      $1,000,000 / $ 100 = 10.000 "taxable stock"

c.      10,000 shares @ .01 = $ 100.00

 

FOREIGN CREATION FILINGS

According to the General Corporations Act, the term "foreign corporation" shall mean a corporation organized in accordance with the laws of any jurisdiction other than the Commonwealth.

Corporate Domicile & Date of Incorporation

Applications for foreign corporations must include the date of incorporation, the term of its corporate existence, and the physical address of its corporate domicile.

Assets & Liabilities

According to Article 13.01 of the General Corporations Act, foreign corporations need to submit “a statement as of a date not earlier than one (1) year prior to the filing date of the assets and liabilities of the corporation.”

Supporting Documentation

Foreign corporations must include in their application a Certificate of Existence or similar document (such as Good Standing) issued by the Secretary of State or other officer who maintains the custody of the corporate registry in the jurisdiction under which laws this Corporation is organized. If said certificate is in a foreign language, a translation of the same sworn by the translator will be attached to the certificate. This document may not have more than six (6) months of issued.

SPECIAL ENTITIES CREATION

Special Entities Creation under the following classes must be made directly with the Department of State offices located in Old San Juan:

• Insurance Company
• Cooperatives
• Banks
• International Banking Center

Special Entities Creation under the following classes can be made using the online system:

• Trust
• Municipal Enterprises
• Sponsored by Municipal Corporation

Designation

The name should end with one of the following abbreviations or designations:

Entity Class	Designation/Abbreviation
Insurance Company	None
Savings & Credit Cooperative	None
Consumer Cooperative	None
Youth Cooperative	None
Workers Cooperative	None
International Banking Centers	Inc, corp, corporation, Incorporated,     Incorporado, Corporación, LLC, L.L.C. Limited Liability Company, CRL, C.R.L., Compañía de Responsabilidad Limitada
Bank	Bank,  Inc, corp, corporation, Incorporated,     Incorporado, Corporación, LLC, L.L.C. Limited Liability Company, CRL, C.R.L., Compañía de Responsabilidad Limitada
Sponsored by Municipal Corporation	Inc, corp, corporation, Incorporated,     Incorporado, Corporación
Municipal Enterprises	Inc, corp, corporation, Incorporated,     Incorporado, Corporación, LLC, L.L.C. Limited Liability Company, CRL, C.R.L., Compañía de Responsabilidad Limitada
Trust	None

Creation Filing Process

To process a creation filing, users must undergo the following steps:

• Name availability Screen
• Users will provide the name of the corporation and the system will create a search to identify if this name is available and is not already in use.
• General Information with Terms of Existence
• User will provide information with regards to the entity type, purpose and date of registry.
• Filer Page
•  Filer will provide general information regarding the authorized person processing the transaction. User must provide email and telephone number so that he may receive filing confirmation and email notifications from the Department of State.
• Designated Office Address
• User will provide information regarding the address of the designated office of the entity.
• Resident Agent
• General information regarding Resident Agent. Email and telephone numbers are required fields.
• Incorporators
• User must provide information regarding incorporators. System requires information of at least one incorporator
• Officers
• User must provide information regarding the entities officers. Entity must have at least two officers.
• Capital Stocks for Domestic or Assets and Liabilities for Foreign
• Provide information regarding capital stock
• Supporting Documents
• Users must provide authorization if applicable to the entity class.
• Review page where user may verify the information provided and make modifications to previous sections if necessary.
• Signatures
• User must confirm signature of authorized persons processing this transaction.
• Payment Page
• Provide credit card information in order to process payment for creation filing transaction. Information requested includes: Name on card, credit card type, credit card number, and address and expiration date.

Payment Method

All creation filings transactions for public users will be processed through use of credit card. Accepted credit cards for these transactions are: Visa, MasterCard and American Express.

Complete Transaction

Once all these sections have been filled out, user will have completed the creation filing and system will provide certificate of incorporation, articles of incorporation, as well as the receipt of payment.

 

 

CERTIFICATE OF GOOD STANDING

To apply for a Certificate of Good Standing online, all filed annual reports must be visible on the corporation’s page.

If an annual report is missing the certificate must be requested personally in the Department of State with evidence of the missing annual reports subsequent to the last good standing and report of the year before the certificate was issued.

If the corporation has never applied for a Certificate of Good Standing then evidence of any missing annual report of the last five years must be submitted.

Request Certificate of Good Standing

The information required for the online application consists of the name of the applicant and the email address where the correspondence will be emailed. The fee for a Certificate of Good Standing is as follows:

-- For-profit Corporation - $15.00

-- Limited Liability Corporation - $25.00

-- Nonprofit Corporation - $0.00

Validate Certificate of Good Standing

Entities can validate their Certificate of Good Standing an unlimited number of times until its expiration date. Expiration date is one (1) year from issue date.

The expiration date can be located on the bottom of the certificate, right above the validation number. To validate the certificate enter the Certificate Validation Number. When the certificate is found the screen will display the certificate’s information. Print the page to have evidence of the validation.

CERTIFICATE OF EXISTENCE

Some private and/or governments entities may require evidence that a corporation is registered with the Puerto Rico Department of State before making any transaction with them.

Eligibility

A corporation is eligible to order a Certificate of Existence if it meets the following requirements:

1.      Corporation has to be in “Active” Status.

2.      Formation and Effective date for the Corporation has to be known.

3.      For Foreign and foreign non-US Corporations, home state/country has to be known.

4.      Do not need to be in good standing.

5.      LLP’s do not qualify for a certificate of existence online since they renew their registry once a year.

Order Certificate of Existence

A Certificate of Existence can be ordered through the Puerto Rico Department of State web site by clicking on the link “Solicitar o Validar Certificado de Existencia” or through the Corporations menu to request Certificate of Existence.

 

The following steps are required to be performed in the system to order the Certificate of Existence:

1.      Search for Corporation

2.      Select the Corporation from the search results

3.      Confirm the Corporation

4.      Confirm cost for the certificate

5.      Provide the Filer details

6.      Process payment

Validate Certificate of Existence

Entities can validate their Certificate of Existence an unlimited number of times until its expiration date. Expiration date is one (1) year from issue date.

The expiration date can be located on the bottom of the certificate, right above the validation number. To validate the certificate enter the Certificate Validation Number. When the certificate is found the screen will display the certificate’s information. Print the page to have evidence of the validation.

Fees

The table below shows the fee to order a Certificate of Existence depending on the Class, Type and Jurisdiction.

Class	Type	Jurisdiction	Fee
Corporation	For-profit	Domestic	$10.00
Corporation	For-profit	Foreign	$10.00
Corporation *	Nonprofit	Domestic	$2.00
Corporation *	Nonprofit	Foreign	$2.00
Professional	For-profit	Domestic	$10.00
Close	For-profit	Domestic	$10.00
Special Corporation for Municipal Development	Nonprofit	Domestic	$2.00
Sponsored By Municipal Corporation	Nonprofit	Domestic	$2.00
Special Employee Owned Corporations	For-profit	Domestic	$10.00
Limited Liability Company	For-profit	Domestic	$30.00
Limited Liability Company	For-profit	Foreign	$30.00
Banks	For-profit	Domestic	$10.00
Banks	For-profit	Foreign	$10.00
International Banking Center	For-profit	Domestic	$10.00
Trusts	For-profit	Domestic	$10.00
Savings & Credit Cooperatives	Nonprofit	Domestic	$2.00
Consumer Cooperative	Nonprofit	Domestic	$2.00
Youth Cooperatives	Nonprofit	Domestic	$2.00
Insurance Company	For-profit	Domestic	$10.00
Insurance Company	For-profit	Foreign	$10.00

 

* No fee for religious, educational, donation and fraternal nonprofit corporations

PAYMENT OPTIONS

Credit Card The Department of State of Puerto Rico accepts MasterCard, Visa, and American Express. Please ensure the billing address information is as it appears on your credit card statement. The information required consists of the credit card holder’s name, address where the account statement is sent, type of credit card, card number, and expiration date.

RECEIPTS

Each online service provides receipts at the end of the transaction. These can be viewed immediately after payment on the screen and will be sent to the email address provided. To open and view each document, simply press the links provided. It is recommended that each receipt is printed and saved, and payment verified to be reflected in your account statement.

The following documents are displayed on the screen and sent to the email address provided at the end of the transaction:

1. Extension: Payment Receipt with Pre-Paid ID.
2. Creation Filing: Certificate of Registry, Articles of Incorporation, and Payment Receipt.
3. Annual Report:  Filed Annual Report, Balance Sheet, and Payment Receipt.
4. Certificate of Good Standing: Certificate of Good Standing in English and Spanish, and payment receipt.
5. Certificate of Existence: Certificate of Existence in English and Spanish, and payment receipt.
6. Annual Due: Payment Receipt.

AMENDMENTS

General Information                                                                                       

Once a search has been performed for the Corporation interested to amend and authorization confirmed to perform the amendment, the following six step process must be completed:  Amendment Selector, Filer, Information to amend based on the table below, Supporting Documentation, Amendment Summary and Payment.

 

The fee per amendment will vary depending on the amendment type and whether the corporation is Profit, Non Profit or LLC.  The following table shows examples of fees:

 

Amendment	Fee
	Profit Corporation	Non Profit Corporation	LLC
Office Address	$60.00	$4.00	$80.00
Corporate Name	$20.00	$4.00	$80.00
Purposes	$20.00	$4.00	$80.00
Change Resident Agent	$60.00	$4.00	$80.00
Resident Agent Resignation with Successor	$60.00	$4.00	$80.00
Resident Agent Resignation without Successor	$60.00	$4.00	$80.00
Terms of Existence	$20.00	$4.00	$80.00
Other	$20.00	$4.00	$80.00

 

All fields identified with a magenta colored dot indicate that the information is required and cannot be omitted.

Amendment Selector

In this section the type of amendment to be performed is selected.  There are six options to choose from:  Amend Designated Office, Corporate Name, Purposes, Change Resident Agent, Resident Agent with Successor and Resident Agent without Successor. When one of these options is selected it will be added as a step to complete in the process.

Filer

In this section select the type of filer authorized to perform the amendment and specify the filer information.  The filer types to choose from are:  Owner, Employee, Resident Agent, Attorney/Paralegal, CPA and Other.

Office Address

The Office Address section will appear only if it is selected in the Amendment Selector step.  In this section provide the physical address and/or postal address that will be amended for the Designated Office.

Corporate Name

A Corporation can change its name, as needed and the change has to be recorded in the registry.  The Corporate Name section will appear only if it is selected in the Amendment Selector step.  In this section provide the Corporation Name that will be amended for the Corporation.

Purposes

Corporations have the business need to change the information regarding its Purpose associated with the Corporation to include any information changes to its record.  The Purposes section will appear only if it is selected in the Amendment Selector step.  In this section provide the purpose or purposes that will be amended for the Corporation. The purpose of a Corporation consists of a brief description explaining what the corporation will dedicate itself to.

Resident Agent

This section will appear if in the Amendment Selector step one of the following options was selected:  Resident Agent, Resident Agent Resignation with Successor or Resident Agent Resignation without Successor.  In this section provide the Resident Agent information to be amended, such as, Name, Physical Address, Mailing Address, Telephone and Email.

 

Other

Corporations can file other amendments to include or change any information to its records.  The changes can be filed by Public Users or in some cases initiated by the corporation.

 

The information required to perform an amendment option of “Other” is the following:

-- The type of filer and personal information of the filer.

-- Upload the Supporting Documentation (Corporate Resolution), provide the date the document was issued and the document type.

Once this information has been provided, perform a review for accuracy in the Amendment Summary section and attest that no personal information has been provided and that is authorized to file the amendment.

 

Perform the payment process by providing the payer information and the credit card details.

 

Profit Type

Based on the Corporations Laws, Corporations may amend its certificate of incorporation from time to time. Such changes or alterations may be effected by a certificate of amendment.  The changes can be filed by Public Users or in some cases initiated by the corporation.

 

An amendment to the Profit Type means that a Corporation that is registered as For Profit can be changed to Non-Profit or if it was registered as Non-Profit, it can be changed to Profit.  This will require the completion of all the registration process steps as if it were a new Corporation.

 

The information required to perform a change in the Profit Type is the following:

-- The type of filer and personal information of the filer.

-- Corporation Name

-- General Information

-- Designated Office

-- Resident Agent

-- Incorporators

-- Directors

-- Upload the Supporting Documentation; provide the date the document was issued and the document type.

Once this information has been provided, perform a review for accuracy in the Amendment Summary section and attest that no personal information has been provided and that is authorized to file the amendment.

 

Perform the payment process by providing the payer information and the credit card details.

 

The Fees for a Profit Type Amendment are the following:

 

Amendment	Fee
	Amendment	New Creation	Total
For Profit Corporation to Non-Profit	$20.00	$5.00	$25.00
For Non-Profit Corporation to For Profit	$4.00	$150.00	$154.00
LLC For Profit to LLC Non-Profit	$80.00	$250.00	$330.00
LLC Non-Profit to LLC For Profit	$80.00	$250.00	$330.00

 

 

Terms of Existence

Based on the Corporations Laws, Corporations may amend its certificate of incorporation from time to time. Such changes or alterations may be effected by a certificate of amendment.  The changes can be filed by Public Users or in some cases initiated by the corporation.

 

An amendment to the Terms of Existence means that a Corporation that is registered with a specific expiration date, can be changed to Forever (Perpetual) or if it was registered as Forever (Perpetual), it can be changed to a specific expiration date.

 

The information required to perform a change in the Terms of Existence is the following:

-- The type of filer and personal information of the filer.

-- The new term of existence.

-- Upload the Supporting Documentation (Corporate Resolution), provide the date the document was issued and the document type.

Once this information has been provided, perform a review for accuracy in the Amendment Summary section and attest that no personal information has been provided and that is authorized to file the amendment.

 

Perform the payment process by providing the payer information and the credit card details.

Officers/Administrators

It is required for entities to file accurate officer/administrators information to maintain accurate records. Due to the need of such accuracy in official documents, users will now be able to amend officer/administrator information with the Puerto Rico Department of State online system. Users will have the ability to either add new officers/administrators, or edit information regarding existing officer/administrators of the entity.

If the entity has no existing officers/administrators available and the user wishes to add such officers/administrators, he may do so, paying the corresponding fees for this transaction. Same fee charges apply if the transaction is to edit existing officers/administrators or to remove or add officers/administrators. Other restrictions applied to officer/administrator amendment are if the entity is not in good standing. The entity must be in Good Standing in order to allow users to complete this transaction.

This type of amendment requires a minimum of one current officer/administrator of the entity to attest that the amendment filing is correct. Filers need to attest that the officer/administrator amendment filed is correct. Full officer/administrator information is mandatory and filer must upload a Corporate Resolution, as supporting documentation for this transaction.

Once the transaction is complete, all authorized parties of the corporation will receive an email notification confirming the transaction was processed.

Fees

-- LLC is $80.00

-- For Profit Non LLC Corporation - $60.00

-- Non Profit - $4.00

-- Organizations offering the following services: Donation, Fraternal, Educational or Religious Services are exempt.

Stocks

Based on the Corporations Laws, Corporations may issue one or more classes of corporate capital stock or one or more series of any of the classes of stock. All of the classes or any of them may be stock with or without par value as stated in the certificate of incorporation or in any amendment thereto. Such change or alterations may be effected by a certificate of amendment.  The changes can be filed by Public Users or in some cases initiated by the corporation.

 

The information required to perform a change in Capital Stock is the following:

-- The type of filer and personal information of the filer.

-- Capital Stock

-- Upload the Supporting Documentation (Corporate Resolution), provide the date the document was issued and the document type.

Once this information has been provided, perform a review for accuracy in the Amendment Summary section and attest that no personal information has been provided and that is authorized to file the amendment.

 

Perform the payment process by providing the payer information and the credit card details.

 

Below are the Stocks Amendment Fees and examples for calculation based on the quantity of stocks.

 

Certificate of Incorporation filing fee based on capital stocks amount

                                         Par Value

Taxable Stocks Amount	Valuation Fee
1 up to 20,000	.01
20,001 up to 200,000	.005
200,001 +	.002

 

                                         Without Par Value

Taxable Stocks Amount	Valuation Fee
1 up to 20,000	.005
20,001 up to 2,000,000	.0025
2,000,001 +	.002

 

This is the formula used for capital stocks on new creation:

 

Example 1: 15,000 stocks with $1 par value

Stocks Amount X Par Value = Authorized Capital

                        15,000 X $1 = $15,000

Authorized capital / $100 = Taxable Stocks

                        $15,000 / 100 = 150

Taxable stocks @ Valuation Fee = Stock Valuation Filing Fee

                        150 @ .01 = $15.00

Minimum payment is $140.00 so they will pay $140.00 + $10.00 (certificate) = $150.00 

Example 2: 1,000,000 stocks with $10.00 par value

            1,000,000 X $10 = 10,000,000

            10,000,000 / 100 = 100,000

            20,000 @ .01 = $200.00

            80,000 @ .005 = $400.00

            Payment will be $600.00 +10 = $610.00

Example 3: 10,000 stocks without par value

            10,000 @ .005 = $50.00

Payment will be $140.00 + $10.00 = $150.00 

When an amendment is filed, need to calculate the new capital stock, and the difference between the old stock valuation and the new stock valuation will be the stock valuation filing fee

Example 1: 15,000 stocks with $1 par value (old capital stock)

                        15,000 X $1 = $15,000

                        $15,000 / 100 = 150

Capital Stock amendment to increase capital to 50,000 stocks with $1 par value

                        50,000 X $1 = $50,000

$50,000 / 100 = 500

500 - 150 = 350

350 @ .01 = $3.5

On amendments the minimum payment is $10.00. So, payment will be only $10 for the stock valuation filing fee.

Example 2: 10,000 stocks without par value (old capital stock)

10,000 @ .005 = $50.00

Capital Stock amendment to increase capital to 100,000 stocks

                        10,000 @ .005 = $50.00

                        90,000 @ .0025 = $225.00

                        $50.00 + $225.00 = $275.00

                        275.00 - 50.00 = $225.00

                        Payment will be $225.00

There is no stocks amendment filing fee. The only fee that is charged is from the stock valuation.

Supporting Documentation

In this section provide any supporting documents for the amendment or amendments being performed.  These documents can be a Corporate Resolution or Evidence of Annual Report Filing.

Amendment Summary

This section presents the summary of amendments being filed.  Carefully review this section to assure that everything is correct.  Once reviewed check the box certifying under penalty of perjury under the laws of Puerto Rico, authorization to file the amendment and that all information provided is true.

Payment

This section presents the total fee to pay for the filed amendment or amendments.  AIso in this section select the payment method to be used, provide the payer information and the details of the credit card to be used for payment. 

 

Limited Liability Partnership (LLP) Renewal

General Information

According to the laws in the Government Puerto Rico, Limited Liability Partnerships (LLP) are obligated to renew registration annually in order to remain Active as a business entity.

 

For LLP renewals, the organization must have at least two partners. Partners range in the form of Attorney at Law, CPA/Paralegal, Partner or Managing Partners who are authorized LLP Renewals. All renewals must be filed electronically up to 60 days before the annual renewal date. After this time period, the entity’s status will change to “Inactive”. The citizen will have 60 days to rectify, in person, the failure to perform the renewal process. Failure to do so will result the cancellation of the entity and the name will become available.

 

Requirements

The information required to perform a renewal of an LLP are the following:

-- The type of filer and personal information of the filer.

-- Documents including the partner’s agreement letter and the LLP’s Insurance Policy or Bonds for public record.

-- Verify the Summary of Supporting Documents uploaded.

-- Payment data including Payer information and credit card details.

Once you have successfully finished filling out all the information and paid the renewal fee, the system will provide you 3 PDF documents that confirm your renewal process. These documents include: Order Receipt, Certificate for LLP Renewal and Articles for LLP Renewal.

 

Fees

The renewal fee for a Limited Liability Partnership is $110.00.

Limited Liability Partnership (LLP) Amendments

General Information

For amendments, only an authorized person of the LLP can file an LLP amendment. Among authorized personnel that can file amendments are CPA/Paralegal, Attorney at Law, Managing Partners or Partners that are authorized to file LLP Amendment.

Requirements

The information required in order to perform an amendment for LLP’s are the following:

-- Amendment type you wish to file

-- Filer’s general information (first name, last name, country, physical address, telephone number, Email)

-- Partner’s information (must have at least two partners, if not, add information of remaining partners.)

-- Supporting Document which may include Partner’s Agreement

-- Summary of amendment transactions processed

-- Payment fees

To file an LLP Amendment the Filer must:

-          Provide and upload supporting documentation with Partner’s Agreement

-          Active LLP must fill out all partners and authorized person information.

If the LLP provides incomplete information within its legacy documents with regards to its partners or authorized person, the filer will then have to file a separate amendment to correct this information. This process will be considered a data correction and no charge will be applied.

Amendment Types

LLP’s are only able to make amendments as long as their status is shown as active. Inactive LLP’s do not have access to make amendments. LLP’s are active as long as they have their renewals up to date, which must be done annually and must be done within 60 days prior to the renewal date.

Within the PR DOS online system, corporations will be able to select the following amendment types for their LLP:

-- Partners

-- Managing Partners

-- Office Address

-- Purpose

-- Name Change

-- Other  amendments

 

LLP’s also undergo certain restrictions when the filer provides incorrect or incomplete information. For example, an LLP is required by law to have at least two partners. If the LLP has information of only one partner, the system will restrict you from making renewals or amendments until you correct this information. Other ways that the LLP could undergo restrictions can occur if the general information of the LLP is incomplete, such as office address, partner or managing partner information, and email addresses.

Fees

1.      Amendment Fees for LLP Partner / Managing Partner information missing = $0.00

2.      Amendment Fees assessed when complete Partner and Managing Partners information are filed are:

a.      Office / Corporate Address Amendment = $20.00

b.      Partner Amendment = $20.00

c.       Managing Partner Amendment = $20.00

d.      Purpose Amendment = $20.00

e.      Amendment to upload documentation = $20.00

 

Receipts and Certificates

Once you have completed the filing, the user will receive an email notification informing that the amendment process was successful and will be sent to all partners. In the email the PR DOS will detail the transactions made and will inform the user that the process was done correctly and will provide a summary of your transactions, as well as the method of payment through which this amendment was processed.

Dissolutions and Withdrawals

General Information

According to the laws in the Government Puerto Rico, principals of a business entity have the legal right to voluntarily terminate the registered corporation and dissolve the business entity. 

Dissolution by a public user is permitted if the corporation is in GOOD STANDING with the last 5 annual reports filed. Only an authorized officer of a business entity can file to dissolve the registered corporation.

In order to process dissolution for your corporation, the corporation must at least have two officers, and email information up to date. Filer must also provide a corporate resolution at the time of the dissolution action.

In the case of LLP’s it must have one of the two partners email addresses stored in the corporation information.  LLP’s must submit a corporate resolution as well as a partner’s agreement during the dissolution process. They must also include Complete Resident Agent and Managing Partner Information if they wish to terminate the entity.

When dissolution is made effective, the name of the corporation is reserved for a maximum of 30 days since the day of dissolution. For example, if the corporation is cancelled or dissolved on June 1, the corporation name is not available until midnight July 1 as the name is reserved effectively through all of the month of June.

Requirements

The information required in order to successfully dissolve an entity online are the following:

-- GENERAL INFORMATION (includes corporation information and authorized person’s general information)

-- Confirmation of RESIDENT AGENT

-- Information regarding DIRECTORS and OFFICERS

-- SUPPORTING DOCUMENTS (you are required to upload a corporate resolution in order to proceed to the next phase of the dissolution process)

-- Must have a WITNESS confirm that all information provided is accurate and complete (at least one authorized officer needs to witness the dissolution process)

-- PAYMENT of dissolution fee

Fees

Dissolution fees apply in the following manner:       

a.      LLC = $80

b.      Organizations offering the following services: Donation, Fraternal, Educational Services or Religious Services are exempt.

c.       For Profit corporations = $20

d.      Non-Profit corporation = $4 (Donation, Fraternal, Educational or Religious Services are exempt.)

Receipts and Certificates

Once finished with the dissolution process of an entity, emails will be sent to notify directors of the corporation that the dissolution was processed. Once all has been completed, the corporation’s status will be updated to DISSOLVED.

 

Conversions

The Puerto Rico State Department now offers for public users the ability to convert the class of a corporation. This will allow users to convert from a For-Profit Corporation into a Limited Liability Company (LLC) and vice versa. In order to process a conversion, search on the Corporations and Entities section on the left side of the webpage and select the tab that says Convert.

Corporations that can apply for conversion:

• Corporation = LLC
• Close Corporation= Corporation or LLC
• Professional Corporation = Corporation or LLC
• Special Employee Owned Corporation = Corporation or LLC
• Sponsored by Municipal Corporation = Corporation or LLC
• Bank ( Corporation) = Bank (LLC)
• Bank (LLC) = Bank (Corporation)
• International  Banking Center ( Corporation) = International  Banking Center (LLC)
• International  Banking Center (LLC) = International  Banking Center (Corporation)
• Insurance Company = Corporation or LLC
• LLC = Corporation
• LLP = Corporation or LLC
• Trust  = Corporation or LLC

Entities that do not qualify to process a conversion:

• Cooperatives
• Foreign and International entities cannot convert to a foreign or international entity

Domestic and foreign entities have to be in Good Standing in order to process a conversion. The entities that are in the process of conversion can amend the following information of the electronic record:

• entity can change its designation (eg. Corp, Incorporado, Inc, LLC, CRL etc.)
• specify category and organization form, if the entity is a non-profit entity
• change purposes of the entity

 

Terms of Existence:

By undergoing a conversion, certain aspects regarding the terms of existence will be altered due to this process. Users may choose and effective date for the conversion filing and may also change the expiration date of the entity. Users cannot change formation or effective date of the entity.

Applicable Amendments through conversion process:

Users may be able to do the following amendments during a conversion:

• Office address, domicile information,
• Incorporators/Administrators
• Resident Agent
• Officers
• Capital Stocks or Assets and Liabilities

Required documents

Conversion process requires that the user uploads a Corporate Resolution to justify the change and request for conversion.

 

Signatures/Attestation

To confirm the conversion process, it must be signed by at least one authorized officer to submit the transaction.

 

Fees

CONVERSION TO CORPORATIONS

• Convert to For-Profit = $ 25 for conversion + $ 150 for registration
• Convert to Non-Profit = $ 25 for conversion + $ 5 for registration
• Convert to Religious, Fraternal, Educational and Donation = $ 25 for conversion

CONVERSION TO LLC

• Convert to For-Profit = $25 for conversion + $ 250 for registration

Conversion for Non Registered Entities at the Department of State

 

The Puerto Rico State Department now offers for entities that are not registered in the Department of State registry the ability to convert to a Domestic Corporation or LLC, and to amend its certificate of incorporation, organization or authorization to do business in Puerto Rico.

Entities applicable for conversion

:

• Domestic entities not registered in the Department of State registries can convert

Entities not applicable for conversion:

Foreign and International entities - This type of corporation cannot convert from foreign to international entity or vice versa.

 

All Entities not registered in the Puerto Rico Department of State (PRDOS) must provide the following information:

• Entity Name
• Whether or not the Entity is currently registered in Mercantile Registry
• Entity class, profit type and jurisdiction
• Formation Date
• Effective date

Requirements and Limitations

Limitations:

• Entities not registered in PRDOS must select a name that does not create conflict with any other existing names in the registry.

Requirements:

• Entity can state jurisdiction, category and organization form
• Entity can state purpose
• Must upload a corporate resolution to justify the request for conversion
• User may be able to amend the following information:
• Office address
• Incorporators / Administrators
• Resident Agent
• Officers
• Stocks or Assets and Liabilities
• Attestation - Conversion process must have at least one signature from a filer of stakeholder specified in filing

Terms of Existence

• Entity cannot change formation or effective date of the existing entity

• Must specify effective date of the conversion

• Can change expiration date

Fees

CONVERSION TO CORPORATIONS

• Convert to For-Profit = $ 25 for conversion + $ 150 for registration
• Convert to Non-Profit = $ 25 for conversion + $ 5 for registration
• Convert to Religious, Fraternal, Educational and Donation = $ 25 for conversion

CONVERSION TO LLC

• Convert to For-Profit = $25 for conversion + $ 250 for registration

Mergers & Consolidations

Entities registered in the Puerto Rico Department of State have the ability to merge with other entities, amend their certificate of incorporation/organization, as well as authorization to do business in Puerto Rico. Entities may also consolidate in order to create a new entity within the Department of State.

Definitions

Mergers - A process by which one corporation (the surviving corporation) acquires all of the assets and liabilities of another corporation (the merged corporation), causing the merged corporation to become defunct.

Consolidations - A process by which two or more corporations jointly become a completely new corporation (the successor corporation), and the original corporations cease to exist.

Requirements

In order to proceed with a merger or consolidation, the entity must meet with the following requirements:

• All entities must be in compliance (Good Standing) with all their annual filings in order to continue with the merger/consolidation.
• Mergers/Consolidations can be filed up to 90 days in advance of the effective date.
• Mergers and Consolidation can be processed, regardless of jurisdiction and profit type.
• Attestation/Signature - At least one officer of the corporation must sign (electronically) the filing of this procedure on behalf of the entity.

Entities able to Merge/Consolidate

• Corporations, close corporations, professional corporations, sponsored by municipal corporations and trusts.
• Limited liability partnerships (LLP) can merge into corporation or limited liability company (LLC) as well as consolidate to form another corporation or LLC.
• Municipal enterprises can merge with other municipal enterprise  or consolidate to form a new municipal enterprise.
• Banks can merge with other banks or consolidate to form a new bank.
• International banking centers can merge with other international banking center or consolidate to form a new international banking center.
• Insurance company can merge into bank or with another insurance company or can consolidate to form a new bank or insurance company.
• Cooperatives can merge into other cooperatives of the same class or can consolidate to form an entity of the same class.

Changes to the Articles:

Articles	Mergers (Surviving entity)	Consolidations (New Entity)
Entity Name	Cannot be changed during the process	Need to be added 1
Class	Cannot be changed	Need to be added 1
Profit Type	Cannot be changed	Need to be added 1
Jurisdiction	Cannot be changed	Need to be added 1
Purpose	Can be change	Need to be added 1
Category	Can be change	Can be added if applies2
Form of Organization	Can be change	Can be added if applies2
Term of Existence	Cannot be changed during the process	Need to be added 1
Formation Date	Cannot be changed	Can be changed3
Effective Date	Need to be added	Can be changed3
Expiration Date	Can be change	Can be changed3
Designated Office	Can be change	Need to be added 1
Domicile (Foreign)	Can be change	Need to be added 1
Incorporators or Administrators	Can be change	Need to be added 1
Resident Agent	Can be change	Need to be added 1
Officers	Can be change	Need to be added 1
Stocks or assets and liabilities	Can be change	Need to be added 1 if applies

Notes

1. Users can select a new entity name using a similar process as creating a new online entity
2.  if the survivor entity is a Non-Profit, this entity may be able to restate the category and organization form
3. Terms of Existence
• The user must provide a formation date of the new entity at the moment of the Consolidation
• Effective date of the new entity after the consolidation into a new entity.
4. The absorbed entities are not amendable

Fees

• $60.00
• If there is stock valuation, fees will be based on changed  stocks

INTENT TO CANCEL NOTIFICATION

The General Corporations Act of Puerto Rico, Act No. 164-2009, states that, if an entity fails to comply with its obligation to file annual reports or pay annual dues, for certain consecutive years, the Secretary of State is authorized to cancel in full its certificate of incorporation or organization, respectively.
The entities that are not in compliance have been identified and are being notified regarding the intent to cancel. Missing reports or dues must be filed or paid within sixty (60) days after the date of this notice. On Feb-09-2018, the Secretary of State will administratively cancel the entity without any further notification.

Cancellation criteria:                       

Entities that are out of compliance due to the following reasons will receive intent to cancel notification:

• Corporations with two (2) consecutive annual reports missing within the last five (5) years (since 2008)
• LLC’s  with three (3) consecutive annual dues missing within the last five (5) years (since 2008)
• Entities whose status is either “Active”, “Inactive” or “Unknown”

Entities that are excluded from cancellation process

Entities that are not required to file annual reports or pay annual dues will not be cancelled:

• Savings and Credit Cooperative
• Consumer Cooperative
• Youth Cooperative
• Insurance Company
• Trusts
• International Banking Center
• Limited Liability Partnership

Entities that possess the following information are also excluded from the cancellation process:

• Category = “Religious”
• Organizational form = “Religious” 
• Entities that are currently under a payment plan
• Special Corporation for Municipal Development
• Sponsored by Municipal Corporations 

Restorations

Citizens can file Restoration for a Cancelled or Dissolved entity by searching and selecting the entity and then following instructions.
Citizen must fill out all required information that is indicated during the restoration process. These requirements prevent rejection of the filing due to incomplete information.

Entity Search

Citizens may begin their search by entering the following information:

• Register Number - Citizens may begin their search by entering the entity’s filling number, then click “Search”
• Entity Name - Search for your entity by name

Entity Information (Details)

Once on the details section of the entity citizens will be able to view general information regarding the entity, transactions, annual filings and certificates.

In order to continue with the restoration process click “Next” to begin restoration process.

Restoration Fee Page

After clicking next, a new window will appear that will display all missing years and applicable fees based on effective date and restoration filing date.

User must confirm missing years and click “NEXT”.

Name Availability

User will be able to select the previous name of the entity for restoration. The entity must keep the same name when processing the restoration process.

Filer cannot select the same name if the following condition is met:

• Another entity is using the name. Only under these circumstances, will the filer be able to select a different name for his entity.

Filer Information

Citizen must provide complete filer information. Required information is the following:

• Name
• Last Name
• Address
• Phone Number
• Email Address

Upload Documents Page

Citizens may be able to upload supporting documents for their entities. The following entities require a Corporate Resolution:

• Corporation
• Close Corporation
• Professional Corporation
• Special Employee Owned Corporation

For LLC’s, Administrator’s Resolution is a required supporting document.

Review Page

Here users will be able to view a summary of the information provided for the entity. This information includes: General Information, Designated Office, Resident Agent, Incorporators, Officers, Stocks and list of uploaded documents

If entity is an LLC, information summary will display as follows: General Information, Main Office, Resident Agent, Authorized Persons, Administrators and list of uploaded documents

User must confirm that all information provided in the review page is correct, and then click “NEXT”.

Signature

Officials that are present must provide signature as witnesses of the transaction.

Payment Page

Users can pay for the restoration by utilizing existing vouchers they may have available under the Department of State online system, or by Credit Card (Visa, Mastercard, and American Express.

If amount for restoration is greater than $10,000, user must contact the Department of State in order to process this transaction.

Name Reservation

The Puerto Rico Department of State in accordance to the corporation law now provides for citizens to reserve the name for an entity online. This new online feature allows the user to reserve a name for an entity that will be available for 120 days. User must verify if the name is available online, if there is an entity that creates a conflict regarding the name, the system will notify the user of such circumstance. If the name appears available, the user must fill out information regarding the name and address of the applicant and provide the name he wishes to reserve online. If no action has been taken by the citizen within the 120 days period, the name will once again become available.

Reserve Name Process

Once user is in the Reserve Name section must provide applicant information which includes name and address of applicant. Once this information is filled out, user must then provide information regarding the entity he wishes to place in the reservation list online. User must provide the following information regarding the corporation:

• Class (Corp, LLC, PSC, among others)
• Profit Type (For-Profit, Non-Profit)
• Entity Name - Name to be Reserved
• Designation (Corp, Inc, Incorporated, Corporation, LLC, L.L.C)

Reserve Name ID

Once the user has filled out the information from the previous section, the system will generate a Reserve Name ID which will serve as reference to the transaction that has being processed. An example of a Reserve Name ID would be displayed as follows: RN-0101010101. This Reserve Name ID will be valid for a period of 120 days. If the user does not utilize this Reserve Name ID within the stipulated time, the Reserved Name will expire and become free to use by any other public user.

Payment Method

Users may pay for this Reserve Name transaction through the use of credit card (Visa, MasterCard, AMEX).

Name Reservation Letter

Once name reservation transaction has been filed, the system will generate a name reservation letter from the Puerto Rico Department of State confirming that such requested name has been reserved for a period of 120 days. A notification of this letter will be sent by email once the transaction has been processed.

Name Reservation Details

Once the name of an entity has been reserved online, when public users do a search under the name of this entity, the name will appear below.  Users may click on the name and will be taken to a details page, where they can verify the name that has been reserved online. This details section will also display documents including the Name Reservation Letter and Invoice of the transaction.