A corporation organized under Puerto Rico law or registered to do business in Puerto Rico is required to file an Annual Corporation Report with the Puerto Rico Department of State on or before April 15 of each year. Annual reports must be filed electronically by accessing the Department of State website at www.estado.pr.gov. A $150 annual fee is payable when filing the report. The payment method is a major credit card or any other method provided at the Department of State website. A 90-day extension of time to file the report is granted upon application.
The Annual Corporation Report must include the following:
- The corporation’s employer identification number and the registration number assigned by the Puerto Rico Department of State
- The corporation’s name and the name of the resident agent as registered in the Department of State
- A list containing the names of all directors and officers of the corporation on the date the report is filed and their addresses, social security numbers and the expiration dates of their respective terms
- A balance sheet prepared pursuant to generally accepted accounting principles (GAAP), showing the financial condition of the Puerto Rico operations of the corporation at the close of its year. The balance sheet must be audited by a certified public accountant licensed to practice in the Commonwealth of Puerto Rico. The auditor’s opinion must have the stamp from the Puerto Rico College of Certified Public Accountants and the accountant’s seal. In the event of a Puerto Rico corporation or a foreign corporation whose volume of business does not exceed $3,000,000, the balance sheet shall be prepared according to GAAP by a person with general accounting knowledge.
Inactive corporations registered with the Department of State must file the annual report.
Note that every foreign corporation authorized to do business in the Commonwealth shall keep and maintain in Puerto Rico those accounting books, documents and records (including inventory records) which are sufficient for:
- Clearly establishing the amount of the gross income and the deductions, credits and other details in connection with the operations in Puerto Rico which shall be declared on the income tax returns rendered to the Commonwealth.
- Clearly reflecting the amount of its investments in Puerto Rico, the property owned by the corporation located in Puerto Rico, and the amount of its capital spent on conducting business in Puerto Rico.
- Limited liability companies shall only file, by electronic means, an Annual Fee Statement providing certain basic information and paying a $150 fee. No balance sheet is required.