Pursuant to Act No. 55-2020, known as the "Civil Code of Puerto Rico," corporations, companies, partnerships, special partnerships, trusts, foundations, and other associations of persons of particular interest, whether civil, mercantile or industrial, must be registered in the Registry of Legal Entities administered by the Department of State. Domestic and foreign entities doing business in Puerto Rico must be registered in the Registry of Legal Entities. The Registry of Legal Entities shall not be construed as constitutive for those entities whose creation is regulated by special laws, such as corporations, limited liability companies, and trusts, among others. The Registry of Legal Entities was created by the Department of State on June 2, 2022, in compliance with the Civil Code of Puerto Rico. Entities created on or after June 2, 2022, are required to register. Entities created before such date are urged to register but will not be required to do so.
The registration process consists of completing a registration application form. Once completed, the applicant should send the form to the following e-mail address email@example.com. Applicants will receive a confirmation of receipt by e-mail. After the form has been reviewed and approved, a registration certificate will be issued in the name of the legal entity with the assigned registration number. No incorporation documents, bylaws, operating agreements, or bylaws must be attached to the registration application form.
In the case of the form to report complaints or legal actions filed against a legal person, evidence of the filing of the complaint and/or legal action, as applicable, must be attached. The Puerto Rico Department of State will only accept complaints or legal actions filed with government agencies and courts of Puerto Rico.
The amendment form must be used in case there is any change in the information provided in the registration application. The amendment form must be submitted within 30 calendar days after the change has been made or occurred. For any questions you may contact us at 787-722-2121 ext. 3702.