Register Your Puerto Rico Foreign Corporation
A foreign corporation, in this context, refers to any corporation that is registered to do business in multiple states, not just internationally. To operate legally in Puerto Rico, you must file a Certificate of Authorization to do Business of a Foreign Corporation with Puerto Rico Department of State. The Certificate of Authority for a Puerto Rico foreign corporation costs $150 to file.
You can use our guide below to register your foreign corporation on your own. Or we can help you file and get your business going in Puerto Rico.
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GET STARTEDHow to Register as a Foreign Corporation in Puerto Rico
By submitting the Puerto Rico Certificate of Authorization to do Business of a Foreign Corporation, you are undertaking a process known as foreign qualification. This process notifies the Puerto Rico Department of State of your intention to conduct business within Puerto Rico and grants you the legal authority to do so.
Foreign qualification is not the same as forming a new business; instead, it allows you to expand your existing business from one state into Puerto Rico. So don’t worry, you won’t receive a new EIN or need to submit new Articles of Incorporation to Puerto Rico.
Here’s everything you need to do to conduct business as a foreign corporation in Puerto Rico.
1. Name Your Puerto Rico Corporation
Even though Puerto Rico’s foreign corporation registration doesn’t state this on the form, your corporation name must be distinguishable from other registered Puerto Rico businesses. You can do a free name search on the Department of State’s website to make sure your desired business name is available. You may elect to do business under a trade name or DBA if your name isn’t available.
Concerned your business name won’t be available for future foreign registrations? Consider applying for a federal trademark for your business name to ensure it’s available in all fifty states.
2. Designate a Registered Agent
Puerto Rico requires all corporations, including foreign ones, to have a registered agent in the state. A registered agent is a person or entity that is authorized to accept legal mail on behalf of your business. Your foreign corporation registered agent must be an individual or business based in Puerto Rico.
Northwest offers reliable Puerto Rico registered agent service. When you hire Northwest as your registered agent, it’s a flat rate yearly price of $125 a year.
3. Start Your Business Identity
Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity, or the way you present yourself to your potential clients, can prepare customers for your upcoming products and services.
Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.
Maybe you already have a digital presence, but now you want to make it easier for out-of-state people to find you, and start building awareness and a trustworthy reputation in your new territory. Consider getting a phone service that has the local area code or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.
4. Get Certificate of Existence
Your Puerto Rico Certificate of Authorization to do Business of a Foreign Corporation must be submitted with a copy of a certificate of existence or good standing from your corporation’s home state. If your certificate of existence is in a foreign language outside of English, you’ll need to have it translated and attach the translator’s sworn statement to your foreign registration application along with your original certificate.
5. Submit Foreign Corporation Application
To submit your Puerto Rico Certificate of Authorization to do Business of a Foreign Corporation, you’ll need to include a certificate of existence from your home state and include the following information:
- Corporation name
- State of origin
- Corporate office physical address
- Total of corporate financial assets
- Mailing address of principal office
- Registered agent address and name
- Names and addresses of governors, often called directors and officers
You can file your Puerto Rico Certificate of Authorization to do Business of a Foreign Corporation online.
Online:
Puerto Rico accepts filings online. Online registrations are accepted by Puerto Rico within 24 hours.
6. Receive Certificate of Authority
Upon approval of your Puerto Rico Certificate of Authorization to do Business of a Foreign Corporation, the Department of State will issue your corporation a certificate of authority to transact business in Puerto Rico. You’ll want to keep this certificate with your business’s internal documents.
7. File Puerto Rico Reports and Taxes
Your foreign corporation will now have Puerto Rico taxes and reports to file independent of the ones you file in your home state.
- Income Tax: Puerto Rico does not handle corporate income tax like many states since its a territory of the US. Most business have a 4% income tax rate, but they’ll have to qualify for Act 60. Check out our breakdown of how Puerto Rico handles taxes.
- Annual Report: The Puerto Rico Annual Report is filed every year online. The annual report asks for the name of your business, principal address, registered agent name and address, and information about your company’s officers and directors for updating in the Department of State records. Your Puerto Rico annual report costs $150.
Northwest Can Register Your Puerto Rico Foreign Corporation
If doing things on your own sounds overwhelming, boring, or generally like not a good use of your time, we’re ready to help. Our foreign qualification package is $225 + Puerto Rico fees. This includes:
- Registering your business as a Puerto Rico Foreign Corporation. We’ll file your paperwork and let you know when it’s approved.
- Serving as your business’ Puerto Rico Registered Agent. We can be your RA in as many states as you want to expand into.
- Launching your business identity. We’ll get you a digital presence, including a business email address, phone service, and mail forwarding. Plus, we’ll put together a custom website with a domain, web hosting, and security in place. These will all be free for 90 days. After that, most services are $9/month.
- Sending reminders for your Puerto Rico annual report. We can even file this for you. We’ll send you a reminder about the report 90 days before they’re due, and you can either have us file for you or opt out of the service.
Puerto Rico Foreign Corporation FAQs
To update your foreign corporation registration in Puerto Rico, file the Certificate of Correction of Certificate of Authorization to do business of a Foreign Corporation form with the Department of State. The fee is $10.
Puerto Rico’s Corporate Act doesn’t explicitly define what it means to do business, but in most cases, a corporation will need to register as a foreign corporation in Puerto Rico if it has or hires employees there, offers sales or services to people in Puerto Rico, or leases (or owns) office space there.
For more information, check out our resource on what it means to do business in another state.
No.
Whoever is authorized to complete the filing. This may be a corporation employee, attorney, CPA, or filing service like us.
The registration process is straight forward, but the Puerto Rico annual report for corporations includes a balance sheet (a financial statement). If your corporation’s business volume is under $3 million USD, someone with general accounting knowledge can complete this balance sheet. If your corporation’s business volume exceeds $3 million USD, however, you’ll need the assistance of a CPA licensed in Puerto Rico.
Yes, and we can do more than just that. We can register your foreign corporation, be your Puerto Rico registered agent, provide you with a business domain, email address, phone number, and a website.