Business Formation

Check the uniqueness of the company name and register online to obtain a business certificate

Agency: Corporate Registry (Registro de Corporaciones y Entidades) of the Puerto Rico Department of State

Each company must be registered at Puerto Rico Department of State. The General Corporations Act (Act No. 164 of 2009) provides online application for company’s Certificate of Incorporation (found online here: https://prcorpfiling.f1hst.com).

The certificate of organization generally sets forth the company’s business purposes, the address of registered office, the number in each authorized class, and the rights of stockholders in each of these classes. If all documents are duly filed, the corporation could be formed and incorporated and start operations the same day.

The minimum fee for incorporation of an LLC is USD 250.

Time and cost: Less than 1 day (online procedure), USD 250

Apply for an employer identification number (EIN)

Agency: Internal Revenue Service of the United States and the Puerto Rico Department of Treasury

The employer must apply for an employer identification number (EIN) with the U. S. Internal Revenue Service. Upon receipt of the EIN, the employer must submit the EIN to the Puerto Rico Treasury Department (using Form 4809), and each employee must complete Form 499-R-4 for Puerto Rico tax withholding.

Time and cost: 1 day, no charge

Apply for a municipal business license (patente municipal)

Agency: Municipality

Within 30 days of commencing operations, any person (natural or juridical) must apply for a municipal business license in the municipality where the company will conduct business. The law exempts the company from paying tax during the first semester of operation (January 1st to June 30th or July 1st to December 31th). Upon request and compliance with certain requirements, the Company will be issued a provisional license.

Commonwealth of Puerto Rico law establishes the right of every municipality to impose and collect municipal license taxes (patentes municipales) based on the volume of business of up to 5% of gross sales. Most for-profit activities that generate revenues in excess of USD 5,000 per year are covered.

Time and cost: 1 day, no charge

Request unemployment and disability account numbers

Agency: Puerto Rico Department of Labor and Human Resources

Unemployment insurance tax is administered by the Commonwealth of Puerto Rico Department of Labor and Human Resources. Temporary disability insurance may be obtained privately, and proof of such insurance should be filed with the Department of Labor.

Time and cost: 1 day, no charge

Subscribe to a workmen’s insurance policy

Agency: Private Insurer

Workers’ compensation insurance is provided by the State Insurance Fund Corporation (Corporación del Fondo de Seguro del Estado). Insurance premiums vary with the type of business activity.

Time and cost: 1 day, no charge

File an application to get the Merchant Certificate

Agency: Puerto Rico Treasury Department

All merchants seeking to engage in a trade or business in Puerto Rico must register with the Registry of Businesses at the Puerto Rico Treasury Department at least 30 days prior to commencing business operations.

The Certificate of Registration issued by the Treasury Department must be placed in a location at the trade or business that is visible to the general public.

As of October 15, 2016, existing merchants are required to update the Merchant Registry in SURI (the Department of the Treasury’s web-based application). All existing merchants are required to update their Merchant Registry on or before November 20, 2016, before the due date of the first IVU (Sales Tax) Return. Commencing on October 31, 2016, SURI is the only digital tool that existing and new mechants will be able to use to carry out all their transactions of the IVU (Sales Tax) that were previously carried out through PICO and other sub-systems of the Department of the Treasury.

New merchants who register for the first time between October 15 and 28, 2016, must do so through the Treasury website under the IVU tab, Merchant Registration section. After said date, the new merchants must update its registration in SURI. Commencing on October 31, 2016, new merchants must register in SURI.

Time and cost: 1 day, no charge