31/08/2026
Delaware is a default, not a decision, and for a business operating in Puerto Rico it is usually the wrong one.
The reflex is understandable. Every template says Delaware. Every founder guide says Delaware. Institutional investors expect it, and for a venture backed company raising priced rounds from mainland funds, the reflex is often correct.
For everyone else it purchases a second set of obligations. A Delaware entity operating in Puerto Rico still registers here as a foreign entity, still files here, still pays here, and now also files and pays in Delaware with a registered agent invoice attached. Two jurisdictions, two annual filings, two compliance calendars, one business.
It also complicates the thing that actually matters. Act 60 export services decrees attach to a Puerto Rico entity conducting the eligible activity. Layering a mainland parent over that structure raises questions about where contracts sit, which entity earns the income, and whether the arrangement supports the decree at all.
Entity selection should follow the plan for the business. Where do the customers pay. Where will the decree attach. Who will finance it and on what terms. Who signs.
Pick the structure for where the business is going. The default is not an answer.
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