Registration and Licensing for a Foreign Corporation Commencing to do Business in Puerto Rico

On January 1, 1996 a new General Corporation Law entered into effect in Puerto Rico.  Under this new law, a foreign corporation may request a certificate to do business in Puerto Rico  by filing in the Department of State the following information:

1. The name of the foreign corporation;

2. The name and jurisdiction in which the corporation was incorporated;

3. The date of incorporation and term of the legal entity;

4. Physical address of its principal office;

5. The address of its office in Puerto Rico and the name of the resident agent;

6. The names and addresses of its officers and directors;

7. A report of its assets and liabilities;

8. A description of the business to be carried out in Puerto Rico and a statement indicating that the corporation is authorized to carry out said business in its place of  incorporation.

Together with the request, a certificate of existence (or other similar document) issued by the Secretary of State or other officer maintaining the custody of the corporate register in the place of  incorporation must be included.  If the certificate is in a foreign language, a translation with a sworn statement of the translator must accompany the request.  A foreign corporation doing business in Puerto Rico without obtaining the  certificate of authorization cannot initiate a court proceeding in Puerto Rico.

The following transactions do not constitute business transactions in the Commonwealth of Puerto Rico under the General Corporation Law;

• To claim, defend or settle any judicial proceeding;
• Carry out meetings of the board of directors or of stockholders or other activities related with internal matters of the corporation;
• Having bank accounts;
• Maintaining agencies or offices for the transfer, exchange or inscription of the securities of the corporation or maintaining fiduciaries or depositors with respect to such securities;
• Selling through independent contractors;
• Soliciting or obtaining orders through the post office or through employees or agents or in other manners, if the acceptance of the orders outside of Puerto Rico takes place before the contractual obligation;
• Creating or acquiring debts, mortgages, or guarantees of personal or real property;
• Guaranteeing or collecting debts or execution of mortgages or guarantees in the properties being guaranteed;
• Holding title of personal and real property;
• Performancing a sole transaction, which is completed during a 30 days term, and is not one of a series of the same nature.

Corporations with par value stock

First 20,000 shares From 20,001 to 200,000 Over 200,000

one cent per share 1/2 of one cent per share 1/5 of one cent per share

Corporations with no par value stock

First 20,000 shares From 20,001 to 200,000 Over 200,000

1/2 of one cent per share 1/4 of one cent per share 1/5 of one cent per share

The minimum amount to be paid is $100.  The total fee is determined on the total number of authorized shares, not on the numbers of shares issued.

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