Corporate Annual Report and Annual Fee Deadline Extensions

By: Francisco Dox, Esq. and William Morales, Esq.

March 19, 2020

The Puerto Rico General Corporations Act requires every corporation organized and/or authorized to do business in Puerto Rico to file an annual report with the Puerto Rico Corporations Registry of the Puerto Rico Department of State on or before April 15th of each year. At the same time, limited liability companies are required to submit an annual fee payment on the same date. All entities must also submit their responses to an economic survey issued by the Puerto Rico Department of Commerce and Economic Development.

Executive Order No. 2020-23 issued by Governor Wanda Vázquez Garced on March 15, 2020 established a mandatory home curfew for all citizens between 9:00 p.m. and 5:00 a.m. and the mandatory closing of most commercial establishments and non-essential governmental services through March 30, 2020. Given this mandatory business closing, the Puerto Rico Secretary of State issued Administrative Order 2020-01 ("AO 2020-01") on March 18, 2020 extending the 2019 annual report and annual due filing dates from April 15, 2020 to May 15, 2020.

AO 2020-01 does not eliminate the requirement for corporations to file an annual report. Corporations that may need extensions of time may be able to request them under certain circumstances. Extensions are not allowed for limited liability companies, as they are just required to submit the annual fee and the economic survey.

Failure to timely submit the annual report or the annual dues will result in the entity's loss of good standing before the Puerto Rico Department of State and the imposition of fines and penalties. Continued lack of good standing for a prolonged period may result in the cancellation of the entity by the Puerto Rico Department of State. We recommend our clients to remain current on their annual reports and payment of their annual fees.

Do not hesitate to contact us should you need assistance in tailoring your business' response to this crisis. Our Firm will remain available to all our clients. Our attorneys are monitoring actions by the Federal Government, the Commonwealth of Puerto Rico, and local municipalities as additional measures are put into place to mitigate and lessen the extent of this crisis. At Goldman Antonetti & Cordova LLC, we look forward to providing client-focused assistance on how to respond to current events to minimize negative effects on your business.

Goldman Antonetti & Córdova, LLC stands ready to assist you and your business to adjust to Puerto Rico's regulatory and legal changes. If you need further assistance in this area, please contact any of the following members of our firm (note that during this emergency, it will be easier for you to communicate with us through electronic mail, as provided below):

Fransisco Dox 787.759.4220
Alicia Lamboy 787.759.4144
Myrna I. Lozada 787.759.4149
Gretchen Mendez 787.759.4207
William Morales 787.759.4103
Thelma Rivera 787.759.4104
Arnaldo Villamil 787.759.4148

Disclaimer:

Although the information included in this document may concern legal issues, it is not a legal opinion or professional advice and clients shall not use it as such. We assume no responsibility or liability of any kind for any information contained herein, and we expressly disclaim all liability for any claim for damages arising from the use, reference to, or reliance on, such information. If legal or other expert assistance is required, the services of a competent professional should be sought.

Goldman Antonetti & Córdova, LLC | 787-759-8000 | www.gaclaw.com