Compliance Certificates & Agreed-Upon Procedures Under Act 52-2022

Content current as of April 2026. This page is for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Consult qualified counsel before acting.

What Is Act 52-2022?

Act 52-2022 introduced a biennial compliance certification requirement for all Act 60 decree holders (and holders of legacy Acts 20 and 22 decrees). Every two years, decree holders must demonstrate that they are meeting the terms of their decree through a formal certification process.

Who Must Comply?

• All Individual Resident Investor (IRI) decree holders (Chapter 2/former Act 22)
• All Export Services decree holders (Chapter 3/former Act 20)
• Holders of other Act 60 incentive decrees, as specified by DDEC

There are no exemptions based on decree age or grandfathering—if you hold a decree, you must comply.

CPA / Compliance Professional Requirement

Under Act 52-2022, annual compliance reports must be certified by a qualified Compliance Professional—a CPA or attorney licensed in Puerto Rico. This is a critical DDEC regulatory mechanism: decree holders cannot self-certify compliance. The DDEC’s Economic Incentives Review Committee (CRIE) oversees enforcement of this requirement.

Act 188-2024 introduced an alternative AUP Report option for qualifying decree holders. Consult counsel to determine whether the standard biennial certificate or the Act 188-2024 alternative applies to your situation.

What Is an Agreed-Upon Procedures (AUP) Engagement?

The certification requires an agreed-upon procedures (AUP) engagement performed by a licensed CPA or qualified Compliance Professional in Puerto Rico. The professional does not issue an opinion or audit your finances—instead, they perform specific procedures defined by the Department of Economic Development and Commerce (DDEC) and report the factual findings.

Typical AUP procedures include verification of:

• Physical presence in Puerto Rico—travel records, utility bills, lease or mortgage documents
• Tax filing compliance—timely filing of Puerto Rico and federal returns
• Donation requirements—proof of qualifying donations to Puerto Rico nonprofits, properly allocated between CECFL-listed organizations and other qualifying nonprofits (see Annual Compliance Calendar for amounts by decree era)
• Employment requirements—for applicable decrees, proof of job creation or maintenance
• Annual report filing—confirmation of timely annual report submission to DDEC

Timeline & Deadlines

• Compliance certificates are due every two years from the date specified in your decree or as established by DDEC
• DDEC issues specific filing windows—monitor their communications for your cohort’s deadline
• Extensions may be available but should not be relied upon—late filing can trigger adverse consequences

What Happens If You Don’t Comply?

Failure to complete the biennial certification can result in:

• Decree revocation—DDEC may revoke your Act 60 decree, retroactively eliminating your tax benefits
• Back taxes—revocation means you owe Puerto Rico taxes at standard rates for the entire period
• Federal implications—if your decree is revoked, the IRS may also reassess your federal returns for those years
• Inability to renew—non-compliance blocks future decree renewals or modifications

How to Prepare

• Maintain organized records year-round—don’t wait until the certification is due to gather documentation
• Track your physical presence with a contemporaneous log (travel records, flight itineraries, credit card statements showing PR purchases)
• Keep donation receipts from qualifying Puerto Rico nonprofits
• File all tax returns on time—both Puerto Rico and federal
• Engage a Puerto Rico CPA early to perform the AUP engagement before the deadline
• Consult legal counsel if you have any gaps in compliance—it is better to address issues proactively than to have them surface in the certification

DDEC Circular Letters

The granular implementation of Act 60 compliance requirements—including eligible activity definitions, rate applications, and administrative procedures—is governed by DDEC Circular Letters, not the broad statutory text alone. Decree holders and their advisors should review the applicable Circular Letters for their specific decree type and era. These Circular Letters are the authoritative source for how DDEC interprets and enforces the statute.

Related Resources

• Decree Comparison: Pre-2020 vs. 2020–2025 vs. Post-2026 — requirements differ by decree era
• Annual Compliance Calendar & Deadlines — every fee, filing, and deadline
• Federal Reporting: FBAR, FATCA, CFC/PFIC — your federal obligations don’t disappear
• DDEC Revocation Procedures — what happens if you don’t comply