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Corporate Transactions and Compliance Blog

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Puerto Rico Online Corporate Records and Annual Report Information: Proceed with Caution

  
  
  
  

Annual Report Filing Puerto RicoBy Teri Mayor, Vice President, National Corporate Research, Ltd.

Corporate information is available online in all fifty states, and while in some states the data might be a little stale (a day or two old), it can generally be relied on to be reasonably accurate when checking things like date of formation, status, who the registered agent is, what subsequent documents have been filed, and other basic information.1Puerto Rico also has corporate information online, available in both Spanish and English, and you might assume that it, too, provides accurate information that can generally be relied upon. That, however, is not the case. The information available on Puerto Rico’s website frequently does not accurately reflect corporate filings made at the Secretary of State’s office, and therefore, may not reflect the corporation’s correct status, name or even jurisdiction. 

PR Website Acknowledges Missing Annual Report Filing Information
A banner on the top of the Annual Report tab for corporate records on the website indicates that companies should review the annual report filings appearing on the website for accuracy and, if discrepancies are found, arrange to present stamped copies of filings to the Secretary of State so that the website can be corrected. In other words, the Secretary of State is acknowledging that it does not currently have accurate records of annual report filings and needs the corporations themselves to help make their records complete and accurate.  Unfortunately, the problem is not restricted to annual reports. It can take weeks -- and sometimes months -- for a submitted filing to appear on the website, despite the fact that the company has received evidence that it was properly filed.  This means that the registered agent, corporate address or jurisdiction of the business entity may have been changed many weeks earlier, but the website continues to reflect the older information.

While it is not advisable to rely on any state website to provide you with the accurate name of a registered business entity1, in Puerto Rico, the risk is multiplied since amendment and merger filings (especially recent ones) are often not reflected. A local attorney advised us that she would never rely on Puerto Rico’s website to confirm the name when filing a UCC against a Puerto Rican entity. Rather, she said, she would ask a paralegal to do a manual search of the Secretary of State records to determine what filings had been made to determine the true name of the corporation. Based on our experience, we believe this is sound advice for all jurisdictions, but is especially important when accurate information from Puerto Rico is required.

According to various agents and attorneys we have spoken with in Puerto Rico, the primary reason for these problems is Puerto Rico’s ongoing effort (which has not gone smoothly) to bring all the corporate documents into electronic format. It is not known when these issues will be resolved and, unless/until they are, be warned that it is risky to rely on Puerto Rico’s website to obtain accurate business entity information!


[1] Note that state corporate online databases should not be relied upon to confirm the exact, correct name of an entity (for the purposes of listing the name correctly on a UCC filing, for example). The Article 9 Amendments which will be effective in July of 2013 in most states, specifically address this issue by clarifying in Section 9-102(a)(68) that the “public organic record” that determines the correct name of a registered organization generally means a document filed with or issued by the relevant state or United States to form or organize a registered organization. Therefore, obtaining certified charter documents and all amendments is the recommended way to confirm the correct name of an entity.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

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