Puerto Rico

Every corporation must maintain in Puerto Rico a designated office (oficina designada) and a resident agentRegistered agentThe person or company an entity must continuously maintain in a state to receive service of process and official mail.Read the full entry → (agente residente) at that office. The agent may be (i) the corporation itself, (ii) an individual resident of Puerto Rico, or (iii) a legal entity organized under Puerto Rico law or a foreign entityDomestic / foreignRelative to one state's records: an entity is domestic in the state that formed it and foreign everywhere else it registers to do business.Read the full entry → authorized to do business in Puerto Rico, whose business office must in each case coincide with the corporation's designated office, ordinarily open during working hours to receive service of processService of processFormal delivery of lawsuits and legal notices.Read the full entry →. LLCs must maintain a registered office and resident agent under the same Chapter III rules (art. 19.04), and authorized foreign corporations must continuously maintain both (art. 13.10(A)).

Consent required: no.

Domestic corporations are served on any officer, director or registered agent, at such a person's dwelling, or at the designated office; if with due diligence no authorized person can be served, service proceeds under the Puerto Rico Rules of Civil Procedure (art. 12.01(B)). For an authorized foreign corporation, absent a resident agent every officer, director or agent found in Puerto Rico is deemed its agent for service (art. 13.11(A)), and it may be served by registered or certified mail to its secretary at the designated office if it has no resident agent or the agent cannot be served with reasonable diligence (art. 13.11(B)). After revocation of authorization, the Secretary of StateSOSSecretary of State - the default filing office in most states, and shorthand throughout this site for whichever agency keeps the business register.Read the full entry → is the foreign corporation's agent for service (art. 13.15(D)); an equivalent consent to service through the Secretary of State applies on withdrawal (art. 13.12(C)).

• Cancellation Domestic. If the resident agent resigns without a successor and the corporation does not designate a new resident agent within 30 days of the resignation filing, the Secretary of State annuls the corporation's authority to do business in Puerto Rico and cancels its certificate of incorporationArticles of incorporationThe document filed with the state to create a corporation.Read the full entry →.
• Revocation Foreign. The Secretary of State may commence a proceeding under art. 13.15 to revoke a foreign corporation's certificate of authorization if it lacks a resident agent or designated office in Puerto Rico for 60 days or more; the corporation gets a 60-day cure window after notice, and on revocation the Secretary of State becomes its agent for service of process (art. 13.15(D)).
• Fines Foreign. A foreign corporation that violates Chapter XIII (which includes the continuous resident agent and designated office duty of art. 13.10(A)) may be fined at least $200 per violation; any agent doing business in Puerto Rico for a non-compliant foreign corporation is fined $100 to $500.
• Replacement Deadline Foreign. If a foreign corporation's certified resident agent dies, leaves Puerto Rico, or resigns, the corporation must substitute, designate and certify a new resident agent to the Secretary of State within 10 days.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

Departamento de Estado de Puerto Rico - Registro de Marcas y Nombres Comerciales. NOT a DBA registry - PR trade names sit on the TRADEMARK side.

State fee

filing: $150.00 - 'Registro de Nombre Comercial 150'; renewal: $150.00 - 'Renovacion 150'; gracePeriod: $30.00 - 'Periodo de Gracia para Renovacion 30'; publication: $75.00 MANDATORY - 'Publicacion a la Gaceta en Linea 75'; firstUseDeclaration: $10.00; continuedUseDeclaration: $10.00; certificateOfExistence: $15.00; voluntaryCancellation: $5.00; changeOfOwner: $10.00; trueAllInStateCost: $225.00 = $150 registration + $75 mandatory Gaceta publication

Term

10 years - Reglamento 9584 Regla 35(A): 'Todo registro de Nombre Comercial tendra una vigencia de diez (10) anos a partir de la fecha del registro del Nombre Comercial.'

Renewal

not recorded

Publication

Required.

Online filing

Not available

The regime

Puerto Rico has no mandatory DBA/assumed-name filing act. Trade names ('nombres comerciales') are governed by a dedicated statute, Act 75-1992, which creates a voluntary registry at the Department of State: registration is expressly 'potestativo' (optional) but confers on the owner the exclusive right to use the name in Puerto Rico commerce. The trademark act (Act 169-2009) applies suppletorily, and Department of State Regulation 9584 (Aug. 30, 2024) supplies the filing procedure, 10-year term, and maintenance requirements. Statutory text is in Spanish.

Where it is filed

The Registro de Nombres Comerciales kept by the Secretary of State (Departamento de Estado). Filings are made electronically through the Department's online Sistema de Marcas y Nombres Comerciales platform (Regulation 9584 requires electronic filing).

Publication

No newspaper-publication requirementPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → appears anywhere in Act 75-1992 (arts. 1-9) or in Regulation 9584. The complete statutory filing checklist is the art. 3 list (application, sworn declaration, facsimiles, license evidence, fee) - publication is not among the requirements.

Term and renewal

Ten years from the date of registration (set by regulation, not by the act itself). Maintenance also requires a Declaration of Continued Use filed once between the 5th and 6th year after registration (registration is cancelled if missed), and, for applications filed on an intent-to-use basis, a Declaration of First Use within 3 years of the filing date.

Name restrictions

A trade nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → will not be registered if it is identical or similar to a mark or another trade name already registered or applied-for such that confusion or mistake in the public mind is very likely. The marks act's bars on registration (Act 169-2009 art. 5) also apply suppletorily to the extent compatible.

Assumed names for registered entities

Puerto Rico has no separate entity assumed-name/DBA filing mechanism in the captured corpus. Corporations and other juridical persons that want protection for an operating name use the same voluntary nombre comercial registry at the Department of State; the procedural regulation expressly provides for corporate applicants (state/country of organization must be stated). The official FAQ lists the merchant registry ('registro de comerciante') and municipal license only as examples of the license evidence that accompanies an application, not as name filings.

Penalties

There is no penalty for doing business under an unregistered trade name - registration is expressly optional ('potestativo'). The cost of not registering is the absence of the registered exclusive right; an unregistered user must resort to unfair-competition litigation (the pre-1992 baseline the statute's Exposición de Motivos describes).
A registration lapses by cancellation if the owner fails to file the Declaration of Continued Use between the 5th and 6th year, misses the renewal window and grace period, or loses a prior-user cancellation claim brought within five years of registration.

Official source

www.statedepartment.pr.gov/registration-of-trademarks-and-commercial-names↗ (opens the official source)