2023 Laws of Puerto Rico › TITLE FOURTEEN - Private Corporations (§§ 1 — 4084) › Subtitle 5 - General Corporations Act (2009) › Chapter 237 - Fees Payable (§§ 3901 — 3903) › § 3901 - Fees payable to the Department of State for filing certificates or other documents

(a) The Secretary of State shall charge and collect the following fees which shall be paid through different electronic payment means when transactions are conducted over the Internet, and through internal revenue vouchers when transactions are conducted in the offices of the Department of State:
(1) For filing the original certificate of incorporation, the fee shall be computed on the basis of one cent ($0.01) for each share of authorized capital stock with par value, up to twenty thousand (20,000) shares, inclusive; and half of a cent for each share in excess of twenty thousand (20,000) shares and up to two hundred thousand (20,000[sic]) shares, inclusive; and one-fifth (⅕) of a cent for each share in excess of two hundred thousand (200,000) shares; one-half cent for each share of authorized capital stock without par value up to twenty thousand (20,000) shares, inclusive; one-fourth (¼) of a cent for each share in excess of twenty thousand (20,000) up to two million (2,000,000) shares, inclusive; and one-fifth (⅕) of a cent for each share in excess of two million (2,000,000) shares. The amount payable shall in no case be less than one hundred dollars ($100). For purposes of computing the fee payable on par value stock, each one hundred-dollar ($100) unit of the authorized capital stock shall be counted as one (1) taxable share. For the filing of the original certificate of incorporation, all corporations organized under the provisions of Chapter 236 of this subtitle shall pay one hundred dollars ($100).
(2) For filing a certificate of amendment to the certificate of incorporation, or an amended certificate of incorporation, before the payment of capital, increasing the authorized capital stock of the corporation, the fee shall be an amount equal to the difference between the fees computed on the basis of the rates set forth in clause (1) of this subsection upon the total of the authorized capital stock of the corporation, including the proposed increase, and the fee computed on the basis of the foregoing rates upon the total authorized capital stock, excluding the proposed increase. The amount payable shall in no case be less than ten dollars ($10).
(3) For filing a certificate of merger or consolidation of two (2) or more corporations, the fee shall be equal to the difference between the fee computed on the basis of the foregoing rates upon the total authorized capital stock of the corporation created by the merger or consolidation and the fee computed on the basis of such rate upon the total authorized capital stock of the constituent corporations. The amount payable shall in no case be less than fifty dollars ($50).
(4) For filing an amended certificate of incorporation before the payment of capital when the authorized capital stock will not be increased; an amendment to the certificate of incorporation not involving an increase of the authorized capital stock; a certificate of reduction of capital, or a certificate of retirement of preferred stock, a sum that in no case shall be less than twenty dollars ($20). A sum that in no case shall be less than ten dollars ($10) shall be paid for all other certificates relating to corporations.
(5) For filing a certificate of dissolution, ten dollars ($10); and for certifying or copying the certificate, or both, ten dollars ($10).
(6) For filing a certificate or other document of surrender and withdrawal from the Commonwealth by a foreign corporation, a sum that in no case shall be less than ten dollars ($10); for certifying or copying the certificate or other document, or both, a sum that in no case shall be less than ten dollars ($10).
(7) For filing any certificate, sworn statement, agreement, report or any other document provided in this section for which a different fee is not expressly fixed, a sum that in no case shall be less than ten dollars ($10) shall be paid in each case.
(8) For filing the documents required of foreign corporations by § 3853 of this title, a sum shall be, in no case, less than one hundred dollars ($100).
(9) For certifying or copying (or for both) any certificate of incorporation or any certificate of amendment to the certificate of incorporation, or any certificate of consolidation or merger, or any other document, a fee computed on the basis of ten dollars ($10) for affixing the official seal and one dollar ($1) per page, or any part thereof shall be paid. The fees payable shall in no case be less than ten dollars ($10).
(10) For filing in the offices of the Department of State any certificate of change of registered agent or change of domicile of the registered office of the corporation, as provided in § 3543 of this title, a sum that in no case shall be less than fifty dollars ($50) shall be charged and collected.
(11) For filing in the offices of the Department of State any certificate of change of address of the registered agent, as provided in § 3544 of this title, a sum that in no case shall be less than fifty dollars ($50) shall be charged and collected.
(12) For filing in the offices of the Department of State any duplicate certificate of resignation of registered agent, as provided in § 3544 of this title, a sum that in no case shall be less than fifty dollars ($50) shall be charged and collected and additional fees that in no case shall be less than five dollars ($5) for every corporation whose registered agent resigns pursuant to said certificate.
(13) For filing in the offices of the Department of State any certificate of resignation of the registered agent, as provided in § 3545 of this title, a sum that in no case shall be less than ten dollars ($10) shall be charged and collected for every corporation whose registered agent resigns through said certificate.
(14) For certifying or copying any other certificate provided by this section, or both, fees computed on the basis of the provisions of clause (9) of this subsection shall be paid.
(15) For filing in the offices of the Department of State any annual report, as provided in §§ 3851 and 3853 of this title, a sum that in no case shall be less than one hundred dollars ($100) shall be charged and collected.
(16) For filing service of process through the Secretary of State and any document related thereto, in accordance with the provisions of this subtitle, a fee for a sum that in no case shall be less than fifty dollars ($50.00) shall be collected and paid.
(17) For issuing good standing certificates to domestic and foreign for-profit corporations, a fee for a sum that in no case shall be less than fifteen dollars ($15) shall be collected and paid.
(18) The Secretary of State may establish any other certification not included herein, but that acknowledges acts included in this subtitle, and establish fees payable through a circular letter or an administrative order.
The fees payable under this subsection shall apply to all transactions, including certifications made through any medium.
(b) For purposes of computing the fees set forth in clauses (1)—(3) of subsection (a) of this section, the authorized capital of a corporation shall be deemed to be the aggregate number of shares which the corporation is authorized to issue, even if less than the aggregate number of outstanding shares.
(c) In the case of nonprofit corporations, the Secretary of State shall charge and collect the following fees, which shall be paid through different means of electronic payment when transactions are conducted over the Internet, and through internal revenue vouchers when transactions are conducted in the offices of the Department of State:
(1) For filing the certificate of incorporation, or amendments thereto, a sum that in no case shall be less than five dollars ($5).
(2) For filing a certificate of merger or consolidation, a sum that in no case shall be less than five dollars ($5).
(3) For filing a certificate of dissolution, a sum that in no case shall be less than two dollars ($2); for certifying or copying the certificate, or both, a sum that in no case shall be less than one dollar ($1).
(4) For filing a certificate or other document of surrender or withdrawal by a foreign corporation from the Commonwealth, a sum that in no case shall be less than two dollars ($2); for certifying or for copying the certificate or other document, or both, a sum that in no case shall be less than one dollar ($1).
(5) For filing the documents required of foreign corporations by § 3853 of this title, five dollars ($5).
(6) For filing any certificate, sworn statement, agreement, or any other document provided in this section for which a different fee is not expressly fixed, a sum that in no case shall be less than two dollars ($2) shall be paid in each case.
(7) For certifying or copying any document which has been filed at the Department of State, a sum that in no case shall be less than two dollars ($2) for affixing the official seal and one dollar ($1) per page or any part thereof shall be paid.
(8) For filing any certificate of change of registered agent or change of domicile of the registered office of the corporation, as provided in § 3543 of this title, a sum that in no case shall be less than two dollars ($2).
(9) For filing any certificate of change of address of the registered agent, as provided in § 3544 of this title, a sum that in no case shall be less than two dollars ($2). For certifying said change, a sum that in no case shall be less than one dollar ($1).
(10) For filing any duplicate certificate of change of registered agent, as provided in § 3544 of this title, a sum that in no case shall be less than two dollars ($2) for every corporation whose registered agent is changed in the certificate.
(11) For filing any certificate of resignation of a registered agent, as provided in § 3545 of this title, a sum that in no case shall be less than two dollars ($2) for every corporation whose registered agent resigns pursuant to said certificate.
(12) For certifying any other document, a sum that in no case shall be less than one dollar ($1).
(13) For filing in the offices of the Department of State any annual report, as provided in §§ 3851 and 3853 of this title, fees that in no case shall be less than in the amount of ten dollars ($10) shall be charged and collected.
(14) For issuing good standing certificates to domestic and foreign nonprofit corporations, no fees shall be collected.
(15) The Secretary of State may establish any other certification not included herein, but that acknowledges acts included in this subtitle, and establish fees payable through a circular letter or an administrative order.
No fees whatsoever shall be collected for filing and recording certificates of incorporation or amendments thereto, by any nonprofit religious, fraternal, charitable or educational corporation. No fees whatsoever shall be collected from these entities upon the issuance of certificates of corporate existence.
The fees payable under subsection (c) of this section shall apply to all transactions, including certifications made through any medium.
History —Dec. 16, 2009, No. 164, § 17.01; June 12, 2010, No. 60, § 4.