Corporate Lawyer — Puerto Rico

Job Title: Corporate Lawyer — Puerto Rico
Location: Puerto Rico (San Juan preferred)
Type of Contract: Independent Contractor — Monthly payments, Full-Time 
Salary Range: Market Rates
Language Requirements: Professional fluency in English and Spanish, written and spoken

Our client is seeking a skilled Corporate Lawyer with strong Puerto Rico corporate and commercial law experience to support entity formation, statutory compliance, and legal representation for international and mainland-US clients. You will play a key role in establishing and maintaining Puerto Rico entities, coordinating regulatory registrations, and advising clients on the interaction between Puerto Rico and US federal legal frameworks. Your work will directly impact clients' ability to establish, operate, and remain compliant in Puerto Rico.

Key Responsibilities

• Support the incorporation of Puerto Rico entities (Corporations and LLCs) under the General Corporations Act, including drafting certificates of incorporation, operating agreements, and by-laws, and filing with the Department of State

• Act as, or coordinate the appointment of, the resident agent required for every Puerto Rico entity

• Coordinate merchant registration with the Departamento de Hacienda (Certificado de Registro de Comerciante) through SURI, and municipal registrations as required

• Coordinate municipal and permitting requirements, including the Permiso Único and filings before OGPe and the relevant municipality

• Prepare and file annual reports with the Department of State and maintain entities in good standing, including obtaining certificates of good standing and existence

• Draft and review powers of attorney, corporate resolutions, minutes, and shareholder or member agreements

• Support qualification of foreign (mainland US and non-US) entities to do business in Puerto Rico

• Advise on Puerto Rico employment law requirements, including Law 80 termination protections, Law 379 hours and wages, Law 180 vacation and sick leave, and the interaction with federal labour standards

• Support applications and ongoing compliance for tax incentive decrees under Act 60 before the Department of Economic Development and Commerce, where relevant to client structures

• Liaise directly with international clients and referral partners (including global EOR and PEO providers) in English regarding entity structuring, compliance timelines, and documentation requirements

• Provide ad-hoc legal advisory support on commercial contracts and corporate structuring matters, including dormant entity maintenance and dissolution

Requirements

• Juris Doctor from an accredited law school and admission to the Bar of the Supreme Court of Puerto Rico

• Minimum 3 years of experience in corporate/commercial law, ideally supporting foreign-owned or mainland-owned entities

• Strong working knowledge of the Puerto Rico General Corporations Act, Department of State procedures, and Hacienda and municipal registration requirements

• Fully bilingual — professional-level English and Spanish, both written and spoken

• Experience drafting incorporation documents, powers of attorney, and corporate resolutions

• Comfort operating across both Puerto Rico and US federal legal frameworks

Preferred

• Active notarial licence (Notario Público) — Puerto Rico notaries must be admitted attorneys, and the authority is valuable for deeds and corporate instruments

• Experience with Act 60 incentive decree applications and annual compliance

• Experience supporting global EOR, PEO, or multi-country expansion service providers

• Familiarity with immigration and work authorisation matters under US federal law