Limited Liability Company Legislation in Puerto Rico
As anyone who does corporate work in Puerto Rico knows, until recently the absence of legislation authorizing the creation of Limited Liability Companies had forced “backdoor” solutions when an existing LLC sought to do business in PR. As the Department of State was not authorized to accept registrations for entities not recognized, LLCs would generally register at the Mercantile Registry.
This problem was eliminated with the Amendment of the Puerto Rico General Corporation Law of 1995 in September, 2004, which established a legal framework for the organization of LLCs in Puerto Rico with the flexibility and the limited liability of those in the states.
This new Act requires all LLCs currently authorized under the Mercantile Registry of Puerto Rico to register before the Puerto Rico State Department and obtain a certificate of authorization as quickly as possible. Please note that failure to comply may result in monetary penalties, may affect a company’s ability to pursue litigation in PR and may make the company subject to an injunction proceeding to prohibit them from doing business in Puerto Rico.
Please contact us for assistance in registration of existing LLCs formerly registered under the Mercantile Registry or information on formation of new domestic LLCs in Puerto Rico.
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