Overview
| Field | Value |
|---|---|
| Region | Latin America |
| ISO 3166-1 | PR / PRI |
| Registry | Registry of Corporations and Entities — Puerto Rico Department of State |
| Last updated | 2026-06-10 |
Identifiers
Collect two identifiers from each business customer in Puerto Rico and submit them as strings on the application body.| API field | Local name | Issuer |
|---|---|---|
businessInfo.taxId | Merchant Registration Number (Número de Comerciante) / EIN | Puerto Rico Department of the Treasury (Departamento de Hacienda) |
businessInfo.businessEntityId | Corporation/Entity Registration Number | Puerto Rico Department of State — Registry of Corporations and Entities |
Sector regulators
OCIF (Office of the Commissioner of Financial Institutions — Oficina del Comisionado de Instituciones Financieras) · OCS (Office of the Insurance Commissioner — Oficina del Comisionado de Seguros) · FinCEN (Financial Crimes Enforcement Network — US federal, applies to all Puerto Rico financial institutions) · OCC (Office of the Comptroller of the Currency — for federally chartered banks) · FDIC (Federal Deposit Insurance Corporation — deposit insurance and state-chartered bank oversight) · Federal Reserve Board (bank holding company supervision) · SEC (Securities and Exchange Commission — securities regulation) · CFTC (Commodity Futures Trading Commission)
Legal structures
| Local name | Abbreviation | Description |
|---|---|---|
| Corporation (For-Profit) | Corp. | Formed under the Puerto Rico General Corporations Act of 2009 (Act 164-2009), modeled closely on the Delaware General Corporation Law. A separate legal entity owned by shareholders with transferable shares; liability limited to capital contribution. Governed by a Board of Directors and appointed officers. Subject to annual-report filing by April 15 each year and corporate income tax at the entity level plus a second level on dividends. May be publicly held or closely held. Closest US equivalent: C-Corp. |
| Intimate Corporation (Corporación Íntima) | — | A close-corporation variant under Chapter 234 of Act 164-2009; restricted to no more than 75 registered shareholders across all share classes; all shares must bear transfer restrictions; the corporation may elect to be governed by its shareholders directly without a Board of Directors if the articles so provide. Subject to the same annual-report and tax rules as regular corporations. Equivalent to a US S-Corp or close corporation. |
| Professional Service Corporation (Corporación de Servicios Profesionales) | PSC | A corporation formed under Act 164-2009 whose business is restricted to rendering a specific professional service (e.g., law, accountancy, medicine) for which a Puerto Rico professional licence is required. All shareholders and officers must hold that licence; shareholders retain limited liability except for personal professional malpractice or willful misconduct. Taxed in the same two-level manner as regular corporations. Equivalent to a US Professional Corporation (PC). |
| Public Benefit Corporation (Corporación de Beneficio Público) | PBC | Authorised by Act 233-2016 (amending Act 164-2009, Chapter 243); a for-profit corporation that must promote a general or specific public benefit in addition to generating profit; directors are held to a balanced-interest standard rather than pure shareholder-primacy; must publish an annual benefit report. Closest US equivalent: Public Benefit Corporation (Delaware PBC). |
| Limited Liability Company (Compañía de Responsabilidad Limitada) | LLC / CRL | Formed under Chapter 239 of Act 164-2009; constituted by a Certificate of Formation filed with the Department of State (150 fee to the Department of State due April 15. Most widely used entity type for new business formation. Name must include ‘Limited Liability Company’, ‘Compañía de Responsabilidad Limitada’, or the abbreviation LLC or CRL. Equivalent to a US LLC. |
| Low-Profit Limited Liability Company (Compañía de Responsabilidad Limitada de Bajo Lucro) | LPLLC | A hybrid LLC variant authorised by Act 233-2016 (amending Act 164-2009); may generate profit but profit maximisation must never be its primary purpose; directors and managers are subject to relaxed fiduciary standards relative to traditional LLCs; may pursue social and charitable purposes. Positioned between a traditional for-profit LLC and a non-profit entity. Closest US equivalent: L3C (Low-Profit Limited Liability Company). |
| Traditional Partnership (Sociedad) | — | Governed by the Puerto Rico Civil Code (Act 55-2020, replacing the 1930 Civil Code); formed by two or more natural or legal persons who agree to carry on a business and share profits. Partners bear unlimited personal liability for partnership debts unless the agreement limits certain partners’ liability. Pass-through taxation at the partner level; not taxed at partnership level. Distinct from registered partnerships under Act 164-2009. Closest US equivalent: General Partnership (GP). |
| Limited Liability Partnership (Sociedad de Responsabilidad Limitada) | LLP / SRL | Formed under Act 164-2009 by at least two natural persons through a public deed before a Puerto Rico notary public, then registered with the Department of State. Partners receive limited liability protection for the debts of the partnership except where the individual partner had personal knowledge of or engaged in willful misconduct. Must be renewed annually with the Department of State; failure to renew can convert the LLP into communal property and expose partners to unlimited liability. Available for professional and non-professional services. Pass-through taxation. Closest US equivalent: Limited Liability Partnership (LLP). |
| Limited Partnership (Sociedad en Comandita) | — | Formed under Act 164-2009; comprises one or more general partners with unlimited liability managing the business and one or more limited partners whose liability is capped at their capital contribution. The limited partners may not participate in management without losing their liability shield. Pass-through taxation. Closest US equivalent: Limited Partnership (LP). |
| Sole Proprietorship (Negocio Individual) | — | A business owned and operated by a single individual with no separate legal personality from its owner; governed by the Puerto Rico Civil Code. No formal registration required with the Department of State, but the owner must register as a merchant with Hacienda (Merchant Registration Certificate) and obtain any required municipal and sector licences. The owner bears unlimited personal liability for all business obligations. Income is reported on the owner’s personal income tax return. Equivalent to a US Sole Proprietorship. |
| Cooperative (Cooperativa) | — | Organised under the Puerto Rico Cooperative Corporations Act (Act 239-2004 and Act 313-2004 for credit unions); member-owned entities where voting is one member/one vote regardless of capital contribution; surplus is distributed in proportion to patronage rather than capital investment. Registered with the Department of State and supervised for credit unions (cooperativas de ahorro y crédito) by OCIF. Closest US equivalent: Cooperative Corporation. |
| Branch of Foreign Corporation (Sucursal) | — | A foreign corporation may apply to the Puerto Rico Department of State for an Authorization to do Business (Certificado de Autorización para Hacer Negocios) under Act 164-2009. Not a separate legal entity — the foreign parent remains fully liable for all branch activities. Must appoint a resident agent and file annual reports (or pay annual fees for LLC parents). Must present a certificate of good standing or equivalent from the home jurisdiction (no older than 3 months). Equivalent to a US foreign corporation branch/representative office. |
How documents combine
For each evidence area, this table shows whether the listed documents are alternatives (any one of) or a bundle (all required). The artifact-by-artifact lookup follows below.| Evidence area | Documents needed |
|---|---|
| Legal Registration | Any one of: Certificate of Incorporation · Certificate of Formation (optional: Certificate of Authorization to do Business) |
| Constitutive Documents | Any one of: Articles of Incorporation · Operating Agreement (optional: Public Deed of Organization) |
| Tax Registration | Merchant Registration Certificate |
| Operating Permit | Patente Municipal |
| Ownership Records | Any one of: Stock Ledger · Membership Interest Register |
| Governance Records | Annual Report |
| Signing Authority | Any one of: Board Resolution · Power of Attorney |
| Address | Any one of: Lease Agreement · Utility Bill · Bank Statement |
| Good Standing | Certificate of Good Standing |
Documents to collect
The physical documents you’ll collect from your customer, with the evidence area each one proves. One document can prove multiple areas — for example, Brazil’s Cartão CNPJ covers both tax and business-registration proof, so it appears once with both areas listed.| Document | Proves |
|---|---|
| Certificate of Incorporation | Legal Registration |
| Certificate of Formation (LLC / CRL) | Legal Registration |
| Authorization to do Business in Puerto Rico (Foreign Entity) | Legal Registration |
| Articles of Incorporation | Constitutive Documents |
| Operating Agreement (LLC / CRL) | Constitutive Documents |
| Escritura Pública (LLP / Partnership) | Constitutive Documents |
| Certificado de Registro de Comerciantes | Tax Registration |
| Municipal Business License (Patente Municipal) | Operating Permit |
| Stock Ledger / Share Register | Ownership Records |
| Membership Interest Register (LLC) | Ownership Records |
| Annual Report (Corporation — lists directors and officers) | Governance Records |
| Board Resolution | Signing Authority |
| Power of Attorney | Signing Authority |
| Lease Agreement (Contrato de Arrendamiento) | Address |
| Utility Bill (≤90 days old) | Address |
| Bank Statement (≤90 days old) | Address |
| Certificate of Good Standing | Good Standing |
| Sector-Specific License | OCIF Banking Licence, OCIF IFE Licence, OCIF MSB Licence, OCS Insurance Certificate of Authority |
Collection notes
- Legal Registration: Issued by the Puerto Rico Department of State (Departamento de Estado) through the Electronic Registry of Corporations and Entities upon acceptance of the articles of incorporation (corporations) or certificate of formation (LLCs) filed under Act 164-2009. Contains the entity name, registration number, date of formation, and the Registrar’s electronic signature and seal. For foreign entities, the equivalent document is the Certificate of Authorization to do Business (Certificado de Autorización para Hacer Negocios). Corporations must also file annual reports by April 15 each year. All filings are managed through the online portal at rcp.estado.pr.gov.
- Constitutive Documents: For corporations: Articles of Incorporation (Artículos de Incorporación) filed with the Department of State at formation under Act 164-2009; sets out the entity name, registered office, resident agent, objects, authorized share capital, and initial directors. For LLCs: the constitutive document is the Operating Agreement (Acuerdo Operacional), which is not filed publicly but is legally required; also accompanied by the Certificate of Formation. For LLPs: a public deed (escritura pública) notarised in Puerto Rico. Amendments to articles must be filed with and recorded by the Department of State.
- Tax Registration: Issued by the Puerto Rico Department of the Treasury (Hacienda) via the SURI portal upon completion of form AS 2914.1. Every person doing business in Puerto Rico must register as a merchant at least 30 days prior to commencing operations per Puerto Rico Internal Revenue Code 2011, § 32141 (Act 1-2011). The certificate must be displayed publicly at each business location. The certificate identifies the merchant number, trade name, business address, type of activity, and the NAICS code. The Merchant Number serves as the local tax identification number for Sales and Use Tax (IVU) purposes. Additionally, all entities must notify the EIN (Federal Employer Identification Number, issued by the US IRS) to Hacienda alongside the incorporation certificate.
- Operating Permit: Under Puerto Rico’s Municipal Code (Código Municipal de Puerto Rico, Act 107-2020), each municipality levies a volume-of-business license tax known as the Patente Municipal. Any entity or individual commencing business operations in a municipality must apply for the Patente Municipal at the local Oficina de Finanzas within 30 days of commencing operations. The provisional licence exempts the business from paying tax during the first semester of operations; the regular licence is renewable annually (declarations due April 15 each year). Tax rates are up to 0.5% of gross receipts for non-financial businesses and up to 1.5% for financial businesses. Note: the Patente Municipal is technically a tax, not a licence, but it is administered as a local operating permit equivalent and is the closest analog to a general operating licence in Puerto Rico.
- Sector-Specific License: Sector-specific licences issued by the Office of the Commissioner of Financial Institutions (OCIF — Oficina del Comisionado de Instituciones Financieras) under the following statutes: Act 55-1933 and successor legislation for commercial banks and thrift institutions; Act 136-2010 (Financial Institutions Act) for banks, trust companies, and International Banking Entities (IBEs); Act 273-2012 (International Financial Center Regulatory Act, as amended by Act 44-2024) for International Financial Entities (IFEs); Act 10-1954 for insurance companies and intermediaries supervised by the Office of the Insurance Commissioner (OCS); Act 600-1954 for securities and broker-dealers supervised by the Office of the Commissioner of Financial Institutions acting under the Puerto Rico Securities Act; Act 136-2010 (Money Service Business Regulatory Act, 7 L.P.R.A. § 2101 et seq.) for Money Services Businesses (MSBs) — money transmitters, check cashers, currency exchangers, and prepaid access providers. OCIF also supervises credit unions (cooperativas de ahorro y crédito) under Act 255-2002. Federal bank regulators (OCC, FDIC, Federal Reserve) also have concurrent jurisdiction over federally chartered institutions. FinCEN Bank Secrecy Act requirements apply to all financial institutions.
- Governance Records: Puerto Rico corporations must file an annual report by April 15 each year with the Department of State, which includes the names and business addresses of all current directors and officers. The annual report is publicly available through the Department of State’s online registry (rcp.estado.pr.gov). There is no separate standalone register of directors filed at formation, but the initial directors are identified in the Articles of Incorporation. The current officer/director list is accessible via company search on the electronic registry. LLCs are not required to file annual reports but do pay annual fees; manager/member details are not publicly listed unless voluntarily disclosed.
- Signing Authority: No statutory prescribed form. Board resolutions (adopted at a duly convened directors’ meeting or by written unanimous consent under Act 164-2009) are the standard method by which a Puerto Rico corporation authorises an officer or third party to act on its behalf. For LLCs, the equivalent is a Member/Manager Resolution or written consent. Powers of attorney must be executed in accordance with Puerto Rico notarial law (Act 75-1987 and Act 55-2020); those executed outside Puerto Rico for use in Puerto Rico must be authenticated (Apostille or consular legalisation). Note: Act 164-2009 permits written consent resolutions without a formal board meeting.
- Address: Standard evidence: a lease agreement (no time limit) OR a utility bill (LUMA Energy, Puerto Rico Aqueduct and Sewer Authority — PRASA, or other service provider) OR a bank statement, with utility bills and bank statements dated within 90 days. The Merchant Registration Certificate (MRC) shows the business’s physical address as registered with Hacienda and may also be used. Registered office for corporations may be a law firm or registered agent address; operating address must be a physical Puerto Rico location.
- Good Standing: Issued by the Puerto Rico Department of State (through its Registry of Corporations and Entities) under Chapter 235, § 3856 of Act 164-2009. Certifies that the entity is duly organized, in existence, and in good standing under the laws of Puerto Rico — i.e., that it has filed all required annual reports (or paid all annual fees for LLCs), that annual report filings are current, and that it has not been dissolved, revoked, or withdrawn. The certificate bears the Secretary of State’s electronic signature and official seal and includes a validation number verifiable online. Valid for one year from the date of issuance. Required by foreign jurisdictions when registering a Puerto Rico entity elsewhere, and by banks and financial institutions for account opening. Processing time varies; available online through rcp.estado.pr.gov.
Person roles
When you submit a person on the application body, set theirrole to one of Conduit’s canonical BusinessPersonRole values. Use this table to map a local corporate-governance title onto the right canonical role.
| Local role | Canonical API role | Description |
|---|---|---|
| Director | CONTROLLING_PERSON | Appointed member of the Board of Directors of a corporation under Act 164-2009; responsible for overall governance and strategic oversight; named in the Articles of Incorporation and the annual report filed with the Department of State. |
| Officer (President / CEO / Secretary / Treasurer) | CONTROLLING_PERSON | Appointed officer of a corporation who manages day-to-day operations; named in the annual report filed with the Department of State. A corporation must have at minimum a President, Secretary, and Treasurer (may be the same person if permitted by articles). Equivalent controlling persons exist in LLCs as managers. |
| Authorized Signatory / Attorney-in-Fact | LEGAL_REPRESENTATIVE | Natural person authorized by board resolution or notarized power of attorney to sign documents and transact on behalf of the entity in Puerto Rico; authority may be general or limited in scope. |
Notes
- Puerto Rico is an unincorporated US territory (Estado Libre Asociado / Commonwealth) — it is neither a US state nor an independent country. Entities formed in Puerto Rico are domestic US entities for most federal law purposes (tax, FinCEN, SEC), but Puerto Rico has its own civil and commercial law tradition, its own Hacienda tax authority, and its own financial regulator (OCIF) operating alongside federal US regulators.
- Puerto Rico’s General Corporations Act of 2009 (Act 164-2009, as amended) is modeled on the Delaware General Corporation Law. Delaware corporate practice is widely understood by Puerto Rico counsel and US counsel alike.
- All businesses operating in Puerto Rico must obtain a Merchant Registration Certificate (Certificado de Registro de Comerciantes) from Hacienda via the SURI portal and a Patente Municipal from the relevant municipality within 30 days of commencing operations. Both are routine KYB evidence of legitimate Puerto Rico operations.
- The Merchant Registration Certificate must be displayed publicly at each business location. It renews every two years and the merchant number is the local SUT (Sales and Use Tax / IVU) identifier.
- For US federal tax purposes, Puerto Rico entities use a US EIN (Employer Identification Number) issued by the US IRS. The EIN is the federal tax identifier and appears on federal filings. Puerto Rico has its own separate income tax system (administered by Hacienda) with rates and rules that differ from federal income tax.
- OCIF removed Puerto Rico’s International Banking Entities (IBEs) and International Financial Entities (IFEs) from the US Treasury’s National Money Laundering Risk Assessment list of high-risk jurisdictions in 2024 following strengthened supervision. This is a positive AML/CFT signal for Puerto Rico-domiciled financial entities.
- Act 60-2019 (Puerto Rico Incentives Code) consolidates prior tax incentive acts (Act 20, Act 22, Act 273). It provides significant corporate and individual income tax incentives for qualifying export-services, manufacturing, and tourism businesses; verify Act 60 decree status when onboarding entities that may claim reduced tax rates.
- The registry portal (rcp.estado.pr.gov) allows online name searches and document orders; certified certificates and good standing documents can be validated online using the validation number printed on the certificate.