Doing Deals in Puerto Rico

Thelma Rivera
Goldman Antonetti & Córdova, LLC
trivera@gaclaw.com
250 Muñoz Rivera Ave.
American International Plaza, 14th Floor
San Juan, Puerto Rico 00918
www.gaclaw.com


1) Civil Code Civil System: Puerto Rico has a civil law system. Since the arrival of the American government in 1989 and the economic revolution in the Island, Puerto Rico’s civil system has been radically transformed, with an evident reorientation towards the U.S. law by the adoption of special laws, creating some sort of hybrid between both legal systems and their institutions.
2) Notary Public: The notary public is required to be a licensed attorney (all notaries are licensed attorneys; not all attorneys are notaries) who exercises a public function that consists of receiving, interpreting and giving legal form to the parties’ will, usually through the execution of a public deed. The notary also gives faith, by means of affidavits, of the identity and date of execution of a given document. Both notarial functions (deeds and affidavits) must be regularly notified, with deeds and affidavits numbered successively. By law, notaries fees are fixed:
3) Property Registry: The Property Registry, regulated under the Mortgage Law of Puerto Rico of 1979, only accepts for recording public deeds or court ordered documents. Generally speaking, Puerto Rico uses the Torrens title system. Real estate transactions must be presented in the Property Registry to obtain legitimacy against third parties (erga omnes). These include the sale and purchase of real property, mortgages, easements and other personal rights that by exception can gain access to the Registry. Fees for recording documents are based on the value, and amount to approximately $5.50 per $1000.
4) DACO: The Puerto Rico Department of Consumer Affairs, commonly referred to as DACO, is a government consumer advocacy agency which advises consumers on their rights and has the authority to implement and defend those rights. DACO regulations are varied, and cover a huge array of subjects ranging from misleading practices in advertising to auto warranties and gasoline retail practices. DACO regularly inspects businesses and establishments, and can impose fines of up to $10,000 per violation.
5) PPPs – The Public Private Partnership Act adopted by the Puerto Rico Legislature creates the Authority that will handle these arrangements as a public corporation affiliated with the Government Development Bank for Puerto Rico. Generally, the Authority will identify, evaluate and select those projects which should be established as PPPs; evaluate and select the proponents; negotiate the contracts with the proponents, including the selection of the entity to be awarded the contract; and determine the best terms and conditions to be contained in the PPP contracts.
6) Language: Due to its intimate relation with the U.S., both Spanish and English are the official languages in Puerto Rico.