OUR TEAM

Business and Commercial Law

Maceira Zayas (MZLS) advises businesses operating in Puerto Rico on the legal and regulatory requirements that govern commercial activity in the jurisdiction: entity formation and governance, commercial transactions, mergers and acquisitions, financing, and real estate. With offices in San Juan and Washington, D.C., the firm serves Puerto Rico businesses, mainland companies entering the market, and foreign investors structuring operations under local and federal law.
Executive Summary
Client Success Stories

Forms and structures Puerto Rico entities under the General Corporations Act, including governance and shareholder arrangements.

Advises buyers, sellers, and investors in mergers, acquisitions, and business reorganizations.

Negotiates commercial, financing, and real estate agreements for operating businesses.

Counsels mainland and foreign companies entering Puerto Rico on structuring, incentives eligibility, and regulatory exposure.

The Practice

Businesses operating in Puerto Rico face a legal environment that combines the requirements of federal law with a distinct body of local commercial statutes, including the Puerto Rico General Corporations Act, Act 60-2019 (the Puerto Rico Incentives Code), and sector-specific regulatory regimes administered by agencies such as the Puerto Rico Department of State and the Office of the Commissioner of Financial Institutions (OCIF). Compliance obligations, transactional structures, and governance frameworks must account for both.

Maceira Zayas counsels clients at each stage of the business lifecycle: initial structuring decisions that affect tax treatment and regulatory exposure, commercial agreements, financing transactions, and, where applicable, exit. The firm's attorneys have served in government, the judiciary, and the private sector, and bring that perspective to how regulatory and commercial matters are evaluated across each of those institutional settings.

The firm's client base includes businesses established in Puerto Rico, U.S. mainland companies entering the Puerto Rico market, and foreign investors structuring operations under applicable federal and local requirements. Maceira Zayas (MZLS) advises all three, with offices in San Juan and Washington, D.C.

SERVICES
Corporate Law
Entity formation, shareholder agreements, internal policies, compliance, and internal investigations.
Mergers & Acquisitions
Buy-side and sell-side counsel: due diligence, deal structuring, asset purchases, and reorganizations.
Startups & Entrepreneurship
Early-stage structuring, funding rounds, and exit planning for founders.
Cybersecurity
Cybersecurity obligations, breach response, and data protection compliance, through the firm's Technology & Digital Regulation practice.
Commercial Transactions & Contracts
Drafting, review, and negotiation: sales and service agreements, joint ventures, and distribution.
Lending & Finance Transactions
Borrower and lender representation: secured transactions, private lending, and loan documentation.
Real Estate Law
Commercial sales, leasing, development, and asset management, with title, permitting, and transactional risk.
Technology Law
Licensing, SaaS agreements, digital terms, and technology regulation in local and cross-border contexts.
Trademarks
Registration, licensing, portfolio management, and enforcement.
Our Impact
Notable Client Achievements

Forms and structures Puerto Rico entities under the General Corporations Act, including governance and shareholder arrangements.

Advises buyers, sellers, and investors in mergers, acquisitions, and business reorganizations.

Negotiates commercial, financing, and real estate agreements for operating businesses.

Counsels mainland and foreign companies entering Puerto Rico on structuring, incentives eligibility, and regulatory exposure.

Representative Matters
Aviation Services M&A
Sell-side representation of a fixed-base operator (FBO) in an aviation services transaction exceeding $10 million.
Airport Property Acquisition
Represented an entrepreneur in negotiating the acquisition of a former airport property in Puerto Rico, including the transaction's financing arrangements.
Healthcare Asset Acquisition & Bridge Financing
Represented a hospital institution in the acquisition of assets from a competitor, including bridge financing for the transaction.
Multi-Agency Market Entry
Managed Puerto Rico market entry for multiple Fortune 500 and Fortune 100 companies, from transportation to retail, coordinating entity registration, licenses, permits, and regulatory approvals across DDEC, DACO, OGPe, and Hacienda.
Contract Enforcement: RIOP Corporation v. González Laabes (2024)
Represented the prevailing party in a commercial lending dispute in which the Puerto Rico Supreme Court reinstated the trial court's judgment in full, reaffirming the enforceability of contractual agreements under Puerto Rico law.
Frequently Asked Questions
No items found.
Latest News
See more
Maceira Zayas Authors Puerto Rico Chapter for Chambers International Tax 2026
Simón Carlo Valentín, Esq. CPA.
|
May 1, 2026
Local Business Owner, Anthony O. Maceira Zayas, Named to NSBA Leadership Council
|
March 12, 2026
MZLS and Honra Host First Puerto Rico Hospitality at NCSL 50th Annual Legislative Summit
Anthony O. Maceira
|
September 1, 2025
Mabel Sotomayor Hernández Appointed Exclusive IR Global Member for Administrative Law in Puerto Rico
Mabel Sotomayor
|
July 14, 2025
CONSULT

Partner with us

Businesses with operations in Puerto Rico that require legal counsel on commercial, corporate, or transactional matters are welcome to schedule a consultation with Maceira Zayas.
2026 Congressional Calendar
The 2026 Congressional Calendar was officially released! Access the combined House and Senate schedules now — downloadable files with full-year and monthly below.