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Puerto Rico law

Business Laws in Puerto Rico.

Puerto Rico business law combines civil-law commercial principles with U.S. federal law and selected mainland U.S. statutory models. Corporations operate under the General Corporations Act of 2009 (PR Laws Ann. tit. 14, § 3501 et seq.) — modeled on Delaware law. LLCs operate under the Limited Liability Companies Act (Act No. 164-2009). Puerto Rico has adopted the UCC (Commercial Transactions Act). Puerto Rico noncompete enforceability is narrow under civil-law free-commerce principles. Significant specialty areas: Act 60 (incentive laws for individual investors and export services) and CFC/corporate tax residency issues.

Last verified: 2026-04-17

State law

Key Puerto Rico Statutes

General Corporations Act of 200914 L.P.R.A. §§ 3501 et seq.

Governs formation, governance, mergers, and dissolution of Puerto Rico corporations. Closely modeled on Delaware General Corporation Law.

Puerto Rico Limited Liability Companies Act14 L.P.R.A. §§ 3951 et seq. (Act No. 164-2009)

Governs formation, operating agreements, management, and dissolution of LLCs.

Commercial Transactions Act (UCC)19 L.P.R.A. §§ 401 et seq.

Puerto Rico's adoption of major portions of the UCC, governing secured transactions, negotiable instruments, and commercial paper. Sales and contract matters remain largely under the Civil Code.

Noncompete Enforceability (Civil Law Restrictions)PR Supreme Court caselaw; 2020 Civil Code

Puerto Rico civil-law principles disfavor restraints on trade. Noncompetes permitted only if (1) based on legitimate business interest; (2) reasonable in scope, duration, and geography; (3) tied to employment relationship; and (4) compensated. Narrower than most US states.

Act 60 (Incentives Code)Act No. 60-2019 (Incentives Code of Puerto Rico)

Consolidated incentive framework including former Act 20 (export services) and Act 22 (individual investors) benefits. Permits qualifying businesses and individuals to obtain PR tax advantages. Significantly regulated by federal/PR authorities.

State law

Official Sources

PR Department of State — CorporationsPR Department of Economic Development and Commerce

Not Legal Advice

This page summarizes publicly available statutes and rules for informational purposes only. It does not constitute legal advice, and no attorney-client relationship is created by viewing this content. Laws change — always verify with the primary source or consult a licensed attorney in Puerto Rico.

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