A corporation may purchase the assets of another business. This would not be a merger or consolidation. In an acquisition situation, the purchaser does not necessarily become liable for the obligations of the business whose assets are being purchased unless the acquiring corporation agrees to be liable.
Pursuant the Model Business Corporation Act, a sale of all of the assets of a corporation requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity.
Puerto Rico Offer to Purchase Assets of a Corporation
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FAQ
A foreign corporation may be engaged in trade or business in Puerto Rico as a division or branch of that foreign corporation, or as a separate corporation or subsidiary.
A domestic corporation is taxable in Puerto Rico on its worldwide income. A foreign corporation engaged in trade or business in Puerto Rico is taxed at the regular corporate tax rates on income from Puerto Rico sources that is effectively connected income.
In Puerto Rico, a DBA is called a trade name. To register a DBA in Puerto Rico, submit a Trade Name Application to the Puerto Rico Department of State, along with the $150 filing fee.
Protection by the U.S.: As a U.S. Territory, Puerto Rico is protected by the U.S. military and government. Exempt from U.S. Taxes: Puerto Rico's Controlled Foreign Corporation (CFC) structure allows income generated from selling products to the United States exempt from U.S. Taxes.
If a service for export business qualifies for the tax benefits under Chapter 3 of the Incentives Act, the net income stemming from the business is subject to a 4% Puerto Rican corporate tax. Further, distributions from earnings and profits is not subject to Puerto Rican income tax.
4% corporate tax rate. 100% tax-exempt dividends. 60% exemption on municipal taxes. No federal taxes on Puerto Rico source income.
Business name and registration Register your business name with the local government where your business is located. If you are a corporation, you will also need to register with the Department of State in Puerto Rico, or with the Department of Corporations and Trademarks in the U.S. Virgin Islands.
As residents of Puerto Rico, they also save money by not paying federal income taxes, since Puerto Ricans don't have voting representation in Congress as a U.S. territory. In Puerto Rico, all residents pay local income, payroll, property and municipal taxes.