Puerto Rico Corporate Lawyers
Nolla, Palou & Casellas represents companies and the people who own them, from the first decision about how to structure a business through to the day it is sold or wound down.
In short
- We form and structure companies, and prepare the agreements that set out what the owners owe each other.
- We act on both sides of acquisitions and sales, including due diligence, asset and stock transfers, and post-closing matters.
- We advise on regulatory compliance and on the obligations that keep an entity in good standing in Puerto Rico.
- We document commercial lending, from the credit agreement through to the security over the collateral.
- We register trademarks locally and federally, and we handle reorganizations, restructurings and dissolutions.
Choosing and forming the right entity
Most businesses in Puerto Rico operate as a corporation, a limited liability company or a partnership. The choice is not only a tax question. It determines who can bind the business, how profits are shared, what happens when an owner wants out, and how exposed the owners are to the company’s debts.
We advise on that choice and then do the formation work: the certificate of incorporation or formation, the bylaws or operating agreement, the resident agent, and the organizational resolutions that a bank or a counterparty will later ask to see. Where the business is foreign and is coming into Puerto Rico, we handle the authorization to do business here.
For a step by step account of what forming a business on the island actually involves, see our page on setting up a business in Puerto Rico.
Shareholder, operating and joint venture agreements
Disputes between owners are among the most expensive problems a business can have, and most of them are traceable to an agreement that was never written or was copied from somewhere else. We prepare shareholder agreements, LLC operating agreements, partnership and LLP agreements, and joint venture agreements, with attention to the provisions that matter when the relationship goes wrong: deadlock, transfer restrictions, valuation, drag and tag rights, and what happens on death or incapacity.
Regulatory compliance
Operating in Puerto Rico means answering to more than one regulator. Depending on the sector that can include the Department of State, the Department of the Treasury, the Department of Labor and Human Resources, the Office of the Commissioner of Financial Institutions, and municipal authorities in each municipality where the business has a presence.
We advise on which obligations apply, build the compliance calendar around them, and deal with the agency when something has been missed. We also handle the recurring corporate obligations that are easy to overlook and expensive to ignore, including the annual fee payable to the Department of State and the certificate of good standing that counterparties and government agencies ask for before they will contract with you.
Buying and selling a business
We act for buyers and for sellers. On the buy side that means due diligence on the target, structuring the transaction as an asset or a stock purchase, negotiating representations, warranties and indemnities, and identifying the liabilities that come with the business. On the sell side it means preparing the company to be bought, which is usually a longer job than owners expect, and negotiating terms that survive the closing.
The same team handles mergers, divestitures, corporate reorganizations, consolidations and restructurings, and the dissolution of entities that have reached the end of their useful life.
Commercial lending
We document lending on both sides of the table, for borrowers raising capital and for lenders putting it out. That covers the credit agreement and the security: mortgages over real property, pledges, and the filings that make security effective against third parties in Puerto Rico. Because our practice also covers real estate and notarial work, a financing secured on property can be handled by the same firm that will execute and register the deed.
Government contracts
Selling to the Government of Puerto Rico is its own discipline, with its own procurement rules, contract clauses and registration requirements. We advise companies bidding for public contracts and, when an award goes the wrong way, on challenging it. The deadlines there are short and unforgiving, so see bid and award protests before anything else.
Trademarks and copyright
We provide trademark and copyright searches, registration and renewal before the Trademarks Office of the Puerto Rico Department of State and before the United States Patent and Trademark Office. Businesses operating on the island frequently need both, and the two registers do different work.
Common questions
Should I set up a corporation or an LLC in Puerto Rico?
Both are available and both give the owners limited liability. The right answer depends on how you intend to be taxed, how many owners there will be, whether you expect outside investment, and how you want decisions made. It is worth twenty minutes with a lawyer before you file anything, because changing structure later is far more expensive than choosing well at the start.
Can you help a company from outside Puerto Rico start operating here?
Yes. We regularly act as Puerto Rico counsel for mainland and international companies, handling the authorization to do business, the local registrations, and the contracts they need on the ground.
Do you act on the buy side or the sell side of an acquisition?
Both. Our experience covers acquisitions, sales, reorganizations and restructurings of corporations, partnerships and other entities, including due diligence on target companies.
Do you register trademarks locally, federally, or both?
Both. We handle searches, registration and renewal before the Trademarks Office of the Puerto Rico Department of State and before the USPTO.
Can you help wind a business down?
Yes. We handle dissolutions and exit strategies, including the steps needed to close out an entity’s obligations rather than simply abandoning it, which leaves the owners exposed.
Have a corporate question about Puerto Rico?
We practice in English and Spanish, across all of Puerto Rico.
