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Overview

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Identifiers

Collect two identifiers from each business customer in Puerto Rico and submit them as strings on the application body. Tax ID: Every person doing business in Puerto Rico must register as a merchant via the SURI portal (Sistema Unificado de Rentas Internas) and obtain a Merchant Registration Certificate (Certificado de Registro de Comerciantes) at least 30 days before commencing operations, as required by the Puerto Rico Internal Revenue Code of 2011, § 32141. The MRC authorises collection of the Sales and Use Tax (IVU — Impuesto sobre Ventas y Uso). Additionally, all entities must obtain a Federal Employer Identification Number (EIN) from the US IRS, which is used for both federal and local Puerto Rico income-tax purposes. Both numbers appear on KYB documents: the Merchant Number on the MRC, and the EIN on the certificate of incorporation notification to Hacienda and on the annual Constancia de Radicación de Planilla. Registration number: Unique sequential numeric identifier assigned by the Registrar of Corporations at the moment of incorporation or registration under the Puerto Rico General Corporations Act of 2009 (Act 164-2009, as amended). Appears on the Certificate of Incorporation, Certificate of Formation, Certificate of Organization, or Authorization to do Business, and on the online registry record (rcp.estado.pr.gov). No fixed public format specification; in practice a sequence of digits (commonly 6–7 digits) assigned by the electronic registry.

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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)

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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.

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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.

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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.

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Person roles

When you submit a person on the application body, set their role to one of Conduit’s canonical BusinessPersonRole values. Use this table to map a local corporate-governance title onto the right canonical role.

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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.