2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 233 - Foreign Corporations (§§ 3801 — 3815) › § 3801 - Definition; qualifications to do business in Puerto Rico; procedure

(a) As used in this subtitle, the term “foreign corporation” shall mean a corporation organized in accordance with the laws of any jurisdiction other than the Commonwealth.
(b) No foreign corporation shall do any business in Puerto Rico, directly or through an agent or representative located in Puerto Rico, until it has paid to the Secretary of State the fees payable established in Chapter 237 of this subtitle and filed with the office of the Secretary of State the following:
(1) A certificate (or similar document) issued by the Secretary of State or other officer who has custody of the corporations registry of the jurisdiction of its incorporation evidencing its corporate existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.
(2) An application to do business in Puerto Rico executed by an authorized officer of each corporation setting forth the following:
(A) The name of the foreign corporation;
(B) name of the jurisdiction of its incorporation;
(C) date of incorporation and term of its corporate existence;
(D) physical address of its corporate domicile;
(E) address of its registered office in the Commonwealth and the name of the registered agent in such office;
(F) usual business names and addresses of its present directors and officers;
(G) a statement as of a date not earlier than one (1) year prior to the filing date of the assets and liabilities of the corporation, and
(H) description of the business it proposes to do in the Commonwealth, and a statement that it is authorized to do that business in the jurisdiction of its incorporation.
(c) Once the requirements of subsection (b) of this section are met, the Department of State under seal of office, shall issue to the registered agent a certificate authorizing the foreign corporation to transact business in the Commonwealth. The certificate shall be prima facie evidence of the right of the corporation to do business in the Commonwealth; Provided, That the Secretary of State shall not issue such certificate unless the name of the corporation is such as to distinguish it upon the records in the Department of State from the names of any other juridical entity organized, reserved or registered in the Department of State of Puerto Rico, except with the written consent of the juridical entity organized, reserved or registered, such written consent shall be registered in the Department of States in accordance with § 3503 of this title. If the name of the foreign corporation conflicts with the name of any other juridical entity organized, reserved or registered in the Department of State of Puerto Rico, the foreign corporation may qualify to do business in the Commonwealth of Puerto Rico, if it adopts an assumed name, authorized under this section, which shall be used when doing business in the Commonwealth of Puerto Rico.
History —Dec. 16, 2009, No. 164, § 13.01.