Puerto Rico Incentives Code, including Opportunity Zones … · ©2019 Kevane Grant Thornton LLP....

©2019 Kevane Grant Thornton LLP.

Puerto Rico Incentives Code,

including Opportunity Zones

Act. 60-2019

Francisco Luis, CPA, Esq.

Partner, Tax

February 25, 2020


Disclaimer

2

DISCLAIMER: These presentations and their content do not represent a consulting. Participants should not

act solely based on this material and its content. Its usefulness is for information only and should not be used

as a specific consulting. In addition, you must obtain the consultation of an expert before acting or taking a

decision on any topic addressed in this presentation.


Presenter

3

Francisco Luis, CPA, Esq.

Tax Partner

D +1 787 754 1915 x 208

M +1 787 644 3406

E [email protected]

33 Bolivia Street Suite 400

San Juan, Puerto Rico 00917

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Agenda

4

Background

Incentives by Industry

PYMES | Vieques and Culebra

Credits | Cash Grants

2

3

5

4

Welcome1

Administrative Process

Opportunity Zones7

6

Questions8


Puerto Rico as a Tax Jurisdiction

5


• Puerto Rico (“Puerto Rico” or PR”) is a US jurisdiction in

the Caribbean

– currency - US Dollar

– US citizenship

• privileged geographic location

– easy access to US, Latin America and Europe

– direct flights to major cities (Miami 2.5 hrs., New York 3.5

hrs., Spain 8 hrs.)

• Population: 3.2 million (2017)

• Puerto Rico residents and businesses are subject to the

legal protection of both the US and the PR Constitutions

Puerto Rico

6


• Puerto Rico born individuals are US citizens

– US Internal Revenue Code (“IRC”) excludes from federal

taxation the Puerto Rico source of income earned or

received by a Puerto Rico bona fide resident

• Puerto Rico is considered a foreign jurisdiction to the

United States

– Puerto Rico entities are considered foreign and are not

subject to US taxation unless engaged in a trade or

business in the US

Puerto Rico’s incentives cornerstone

7


Background

8


• on July 1, 2019, the Governor of Puerto Rico signed into

law House Bill 1635, Act. 60-2019, known as the Puerto

Rico Incentives Code (the “Code”)

• this new law codifies incentives granted for diverse

purposes throughout decades with the aim to foster more

effectively economic development

Background

9


• the Code is divided into

the following areas:

– Individuals

– Export (services and

goods)

– Financial and insurance

services

– Visitor’s economy

– Manufacturing

– Infrastructure

– Agriculture

– Creative industries

– Entrepreneurship

– Opportunity Zones

– Others

Background

10


• the Code establishes the “return on investment (ROI)”

methodology as a measurement tool which will be used

in the process of granting the tax incentives

– this tool will be implemented under the upcoming tax

incentives regulations

• a Bill of Rights is established like the one existing under

the Puerto Rico Internal Revenue Code

General comments

11


• “Exposición de Motivos” includes wording considered

“pro-business” including reference to important court

cases:

– Textile Dye Works, Inc. v. Secretario de Hacienda, 95 D.P.R.

708, 713 (1968)

– Pfizer Pharm. V. Mun. de Vega Baja, D.P.R. 267, 286 (2011)

General comments

12


• generally, the terms of tax exemption grants are

standardized to 15 years, with an option for extension of

15 additional years for a total of 30 years

• 4% fixed income tax rate

• 75% exemption of property taxes

• 50% on municipal license taxes

• tax credits are still available for certain transactions and

business activities

General comments

13


• the Code is effective as of July 1, 2019

• changes incorporated by the Code will not affect current

grantee holders

• applicants may elect to file under previous laws or under

the Code until December 31, 2019

• however, the Secretary of DDEC may implement by

regulation provisions of the Act before January 1, 2020 to

further the objectives of the Act

General comments

14

©2019 Kevane Grant Thornton LLP.15

Tax Incentive Laws Chapter Tax Incentives Code

“Tax Incentives Act for the Retention and Return of Medical

Professionals” (Act 14 of 2014)

Individuals

(Qualified Medical Physician)

“Act to Promote Individual Investors to Puerto Rico”

(Act 22 of 2012)

Individuals

(Resident Individual Investor)

“Act to Promote the Export of Services” (Act 20 of 2012) Export of Trade and Services

“Regulatory Act for the International Financial Center”

(Act 273 of 2012)

Finance, Investment & Insurance

“Private Equity Funds Act” (Act 185 of 2014) Finance, Investment & Insurance

“Puerto Rico Tourism Development Act of 2010”

(Act 74 of 2010)

Visitor’s Economy

“Tax Incentives Act for the Development of Puerto Rico”

(Act 73 of 2008)

Manufacturing

“Green Energy Incentives Act” (Act 83-2010) Infrastructure & Green Energy

“Agricultural Tax Incentives Act of Puerto Rico”

(Act 225 of 1995)

Agroindustry

“Film Industry Economic Incentives Act” (Act 27 of 2011) Creative Industries

“Young Entrepreneurs Act” (Act 135 of 2014) Entrepreneurship

“Tax Exemption to Public Carriers of Air Transportation

Services” (Act 135 of 1945)

Other Industries

“Act of Maritime Cargo Transportation” (Act 126 of 1966) Other Industries


Incentives by Industry

16


Individuals

17


• Puerto Rico's Tax Exemption

– tax exemption on dividends, interest and certain capital

gains, granted in a tax exemption decree that lasts until

2036

• Requirements

– the new bona fide resident must not have been a resident of

Puerto Rico at any time during the 10-year period preceding

the effective date of the approval of the Code which is

July 1, 2019

– annual contribution of at least $10,000 to non-for-profit

organizations operating in Puerto Rico, duly certified as

such by the Puerto Rico Department of Treasury

Relocation of individual investors

18


• Requirements (cont’d)

– individual must evidence the acquisition of residential real

property by purchase as a sole owner or with his/her

spouse

− acquired from an unrelated person

− within 2 years after effectiveness of the Grant

− annual report shall demonstrate that he/she has exclusive and

complete domain of a real property for residential use

throughout the term of the Grant

Relocation of individual investors (cont’d)

19


• Capital gain exemption is now specifically applicable to

both “securities” and “other assets”

– “Securities” means any note, bond, promissory note, debt

evidence, options, forward contracts, stock, and any other

similar instrument or with similar characteristics, including

derivative instruments

– “Other Assets” means commodities, coins and digital assets

based on blockchain technology (cryptocurrencies)

Relocation of Individual Investors

Capital Gain Exemption

20


• according to section 933 of the US IRC, the following

shall not be included in gross income and shall be

exempt from federal taxation:

– “in the case of an individual who is a bona fide resident of

Puerto Rico during the entire taxable year, income derived

from the sources within Puerto Rico…”

• Puerto Rico bona fide resident is an individual that meets

the following 3 tests:

– presence test, tax home test and the closer connection

test

Relocation of Individual Investors

Puerto Rico Bona Fide Resident

21


Export of Goods and Services

22


• Puerto Rico's Tax Rate

– 4% flat income tax rate (no tax on distributions) for the net

income earned in eligible activities to markets outside of

Puerto Rico

– Municipal and property incentives

− 50% exemption on municipal taxes

− 75% exemption on real and personal property taxes on property

used for the eligible activities

• the benefits are secured in a tax exemption decree for a

period of 15 years with an option for extension of 15

additional years

Exportation of Goods and Services

23



• Eligibility

– any entity or natural person with a bona fide office

established in PR performing eligible services in and

outside of PR

− prior to the Code

a. the tax incentives were limited to corporations, limited liability

companies, partnerships or any other legal person

• Requirements

– an employment commitment of one (1) employee required

when annual projected or actual volume of business is more

than $3,000,000



Services

• R&D

• Advertising and public relations

• Consulting

• Advise on matters related to trade or

business

• Creative industries

• Production of construction, drawings,

architectural and engineering services and

project management

• Professional services

• Centralized management services

• Centers for electronic data processing

• Development of computer programs

• Distribution in physical form, network, by

cloud or blockchain and related (new)

• subscription and licensing income

• Telecommunications voice and data

between persons outside of PR

• Call centers

• Shared services

• Educational and training services

• Hospitals and laboratories services

(including medical tourism and telemedicine

facilities)

• Investment banking and other financial

services

• Marketing centers

• Promoter Services (irrespective of nexus

with PR)

• Any other service that is later determined

as an eligible service



Trading

• Trading Companies that derive not less than 80% of gross income from:

− sale of products purchased by the trading company for resale to Foreign Persons for use, consumption or disposal outside of PR;

− commissions derived from the sale of products for their use, consumption or disposal outside of PR;

− sale of products manufactured or grown to order products to Foreign Persons, for use, consumption and disposal outside of PR;

− sale or distribution to outside markets of intangible products (i.e. patents, copyrights, digital content, trademarks);

− storage, transportation and distribution of products and articles owned by third parties (i.e. hubs);

− commercial and mercantile distribution to outside markets of products manufactured or grown in PR;

− packaging, assembly and bottling operation of products for outside markets; and

− any other international commercial traffic activity provided by Regulation.


Finance, Investment & Insurance

27


• Part of the Financial and Insurance Services:

– the Code chapter covers Acts 185 of 2014, 273 of 2012 and

399 of 2004

– now the election to be treated as a Private Equity Fund is

through the request of a tax grant to the Department of

Economic Development and Commerce.

– The fund must continue to develop $10M in capital within its

first 24 months

Private Equity Funds

28


• changes under the Code:

– maintains deductions for investors that may climb up to 60%

of their investment amounts

– fund diversification modified from 20% to 50% of a

qualifying fund’s capital that may be invested in a single

business (including affiliated businesses) within 4 years

from the date of organization

– Investment advisor may subcontract an investment advisor

outside of Puerto Rico

– real and personal property tax exemption is decreased from

100% to 75%


29



30

Category General Partner Limited Partners (Accredited Investors)

Dividends and

Interest

5% flat income tax rate

from interest and

dividends received

10% flat income tax rate

from interest and

dividends received

Capital Gains 2.5% tax rate Totally exempt

Sale of interest 5% tax rate 5% tax rate

Municipal License 100% exempt

Real and Personal

Property

75% tax rate


International Insurers

31

Type of Tax Benefits

Term of exemption 15 years + 15 years extension, if

requested

Income Tax $1.2 million tax exemption on net income

4% flat income tax rate on net income in

excess of $1.2 million

100% tax exemption to partners or

shareholders on distributions in total or

partial liquidation, as well as on income

derived from dividends and profit sharing

Real & Personal Property Tax Reduce to 75% exemption

Municipal License Tax 50% exemption


International Insurers

32


Term of exemption 15 years + 15 years extension, if

requested

Income Tax 4% Fixed Tax Rate

6% Fixed Tax Rate on dividends to

shareholders/partners that are PR

residents (includes ABT and AMT)

Real & Personal Property Tax Reduce to 75% exemption

Municipal License Tax Reduce to 50% exemption


Visitor’s Economy

33


• eligible businesses are those engaged in tourist activities

which are defined as the ownership and/or administration

of:

− hotels, condohotels, “paradores”, agro lodging, guesthouses, time

shares and vacations clubs, lodgings under the “posadas de Puerto

Rico” program or certified as “B&B’s”

− theme parks, golf courses operated by exempt hotel or within a resort

and tourist marinas, as well as agro-tourism, nautical tourism and

medical tourism facilities or activities

− operation of business that leases property to an Exempt Business

− development and administration of sustainable tourism and eco-

tourism businesses, as well as natural resources facilities

− casino operations and eSports & fantasy leagues

Visitor’s Economy

34


Benefits for Tourism

35


Term of exemption 15 years with the option of renegotiation (+15)

Income Tax

Distributions

4% Fixed Tax Rate

100% Exempt

Royalty Tax 12% Fixed Tax Rate

Real & Personal Property Tax 75% exemption


Sales & Use Tax 100% exemption

Construction Excise & Fuel

Tax

75% exemption


• tax credits are maintained with 40% or 30% alternatives:

– 40% of Eligible Investment:

− the Tax Credit can be taken in three (3) equal annual

installments, commencing on the Exempt Business’ second

year of operations.

– 30% of Eligible Investment:

− 10% of the credit in the year the Exempt Business secures

financing for the construction of the tourism project and the

remaining 90% of the credit in three (3) equal annual

installments commencing when the business received its first

paying guest

– the traditional 50% credit that was limited to 10% of cash

invested is not included in the Code

Visitor’s Economy

36


Manufacturing

37


• Production of manufactured products

on a commercial scale, now includes

products transformed from plants

and animal matter

• Any bona fide office, business or

establishment provided it renders

services through subcontractors and

as a Key Supplier

• Property devoted to industrial

development

• Scientific or industrial research and

development laboratories

• Recycling Activities

• Harvesting and cultivation by means

of hydroponics

• Development of video games in

commercial scale

• Value added activities related with the

operation of the Port of the Americas,

the former Roosevelt Roads Base and

other ports

• Development of licensed or patented

software (reproduced at commercial

scale)

• Research, development, manufacturing,

transportation, launching and operation

from Puerto Rico of satellites and

development service centers for

processing and storage of data

• Licensing of intangible property

developed or acquired by the exempt

business

• Repair and maintenance of air and

maritime carriers, as well as their parts

Manufacturing - Eligible Businesses

38


Tax Incentives for Manufacturing

39


Term of exemption 15 years, with an additional 15 years if

requested

Income 4% Fixed Tax Rate

100% exemption on distributions

Royalty 12% Fixed Tax Rate

Real & Personal Property 75% exemption

Municipal License 50% exemption

Sales & Use 100% exemption

Income from eligible

investments

100% exemption


• changes under the Code

– requirement:

− Employment requirement is reduced from 10 (public policy) to 3

(statutory requirement) employees when annual projected or

actual volume of business is more than $3,000,000

Manufacturing

40


Infrastructure & Energy

41


• Organized under three areas

– energy

− production and sale of green energy at a commercial scale for

consumption in PR

− assembly of equipment for the generation of green energy

− property used in the production of green energy

– certain laws applicable to construction and housing industry

− restoration and reconstruction of existing buildings and housing

for elderly people

− reconstruction or development of social interest housing

• tax grants available for 15 years, available for an

additional 15 years

Infrastructure & Green Energy

42


Benefits for Infrastructure & Green Energy

43


Income 4% Fixed Tax Rate, 100% exemption on distributions

Royalties 12% fixed tax rate

Real & Personal

Property

- 100% exemption on properties in Historic Zones, leasing of

properties for social interest and CERs

- 100% exemption during construction period for green energy

businesses

- 90% exemption on the rest of the eligible properties

- 50% exemption available after expiration of grant

Municipal License - 75% exemption on construction of social interest housing, leasing

of property to elderly people and housing project for assisted living

- 50% exemption on the rest of the eligible properties

- 75% exemption during first semester of operations, as well as the

two subsequent semesters

Sales & Use 100% exemption on certain items


Agroindustry

44


• major changes under the Code

– 90% exemption on income tax is kept

– although exemption on property taxes is kept unchanged ,

requirement of use of property for the activities covered

under the grant was reduce to 35%

– construction taxes are not mentioned

– bona fide farmer certifications – tax grant

Agroindustry

45


Benefits for Agroindustry

46


Income Tax 90% exemption

100% exemption on all interests over debt

instruments issued starting 1/1/1996 by bona

fide farmers, as well as on dividends

Real & Personal Property

Tax

100% exemption


Sales & Use Tax 100% exemption subject to certain conditions

Other exemptions 100% exemption on the registration of property

in PR for the use of the agroindustry business


Creative Industries

47


• eligible business:

– film projects

− production held in Puerto Rico

− project works as a commercial exhibition to the public outside of

Puerto Rico

− film festivals are now included in the definition

− must have at least $50,000 production expenses, $25,000 of

them incurred in Puerto Rico

– studio operators

– strategic suppliers and dealers

– infrastructure projects (technical labs, etc.)

Creative Industries

48


Benefits for Creative Industries

49


Term of exemption 15 years

Date of effectiveness can be prior to the date of

filing of the application

Income Tax 4% Fixed Tax rate

20% special tax on non-resident talent

100% exemption on distributions on liquidation


Tax

75% exemption


Sales & Use Tax 100% exemption subject to certain conditions

Other exemptions 100% exemption on construction taxes

applicable to dealers, contractors and

subcontractors


Entrepreneurship

50



– film projects

− production held in Puerto Rico

− project works as a commercial exhibition to the public outside of

Puerto Rico

− film festivals are now included in the definition

− must have at least $50,000 production expenses, $25,000 of

them incurred in Puerto Rico

– studio operators

– strategic suppliers and dealers

– infrastructure projects (technical labs, etc.)

Entrepreneurship

51


Benefits for Entrepreneurship

52


Term of exemption 3 years as of the date of commencement of

operations

Income Tax 100% exemption on net income less than

$500,000 subject to tax

100% exemption on distributions

Personal Property Tax 100% exemption


$10,000 contribution to non

for-profit entities

Not required


Other Industries

53


• Air transportation services

• Maritime transportation services

• Cruise ships industry

Other Industries

54


PYMES | Vieques and Culebra

55


• Small & Medium sized business

– exempt business with an average volume of business of

$3,000,000 or less during the three (3) taxable years prior to

the current tax year

• new Small & Medium sized businesses

– has not commenced operations as of the date of

effectiveness of the Code

Small & Medium Sized Businesses (PYMES)

56


Benefits for new PYMES

(Small & Medium Sized Businesses)

57


Income Tax 2% Fixed Tax Rate during the first 5 years

4% Fixed Tax Rate afterwards

Real & Personal Property Tax 100% exemption during the first 5 years

75% exemption afterwards

Municipal License Tax 100% exemption during the first 5 years


Credits for New PYMES Up to 30% on purchases of products

manufactured in PR


for-profit entities

Not required

Lease of property for

business operations

$1.00 rent during the first three years of lease


Benefits for Exempt Business operating in

the Municipalities of Vieques and Culebra

58


Income Tax 2% Fixed Tax Rate during the first 5 years

4% Fixed Tax Rate afterwards


Tax

100% exemption during the first 5 years


Municipal License Tax 100% exemption during the first 5 years


Credits Up to 30% on purchases of products

manufactured in PR if they are operating from

Vieques or Culebra


for-profit entities

Not required if it is also considered a PYMES


• 4% Fixed Tax Rate may be reduced to 1%

Benefits for Pioneer Activities

59

• Incentives may be established by the Secretary of grant

Benefits for Strategic Projects


Credit | Cash Grants

60


• tax credits:

– available to any business with a tax grant granted under this

Code

– up to 50% of the special eligible investment made in PR

within the tax year after the approval of the Code payable

in two or more installments

– an amount equal to the credit granted needs to be

reinvested in research and development activities in PR

– nonrefundable

Research and Development Tax Credits

61


Opportunity Zones

62


Timetable of Opportunity Zone legislation

63

December 2017 – Federal Tax Reform adopts the Opportunity Zones regime including PR

April 2018 – Puerto Rico areas are certified as Opportunity Zones

October 2018 – First set of federal regulations

November 2018 – Puerto Rico presents a bill to adopt a mirror regime

April 2019 – Second set of federal regulations

May 2019 – Act 21-2019 is approved in Puerto Rico mirroring the federal incentives and adopting new and additional incentives for Priority Projects

July 2019 – Act 21-2019 is derogated and incorporated in Act 60 -2019, the new PR Incentives Code

August 2019 – list of Priority Projects is published

December 2019 – Third set of federal regulations


• an economically-distressed community where new

investments, under certain conditions, may be eligible for

preferential tax treatment

• a locality qualify as Opportunity Zones if they have been

certified as such by the Secretary of the US Treasury via

his delegation authority to the Internal Revenue Service

• Qualified Opportunity Zone designation remains in effect

for 10 years

What is an Opportunity Zone?

64


Qualified Opportunity Zones Map

65


Qualified Opportunity Zones Map

Puerto Rico

66


• main purpose is to encourage growth and investment in

the designated distressed communities by providing

federal income tax incentives to an eligible taxpayer

that makes a timely investment of an eligible gain in a

Qualified Opportunity Fund

What is an Opportunity Zone?

67


A permanent

exclusion from

taxable income of

capital gains from

the sale or exchange

of an investment in

an Opportunity Zone

if held for at least 10

years. This

exclusion applies

only to the gains

accrued after the

investment in an

Opportunity Zone.

A step-up in basis for

capital gains

reinvested in an

Opportunity Fund.

The basis is

increased by 10% if

the investment is

held for at least 5

years and by an

additional 15% if

held for at least 7

years, thereby

excluding up to 15%

of the original gain

from taxation.

A temporary deferral

of inclusion in

taxable income for

capital gains

reinvested into an

Opportunity Fund.

The deferred gain

must be recognized

in the earlier of the

date on which the

opportunity

investment is

disposed of or

December 31, 2026.

What are the OZ incentives ?

68

Temporary

Deferral

Step-up

In Basis

Permanent

Exclusion


• an eligible taxpayer realizes $1M of capital gain, timely invests the

gain in a QOF and sells the QOF interest within 5 years, then the

$1M of the gain must be recognized in the year of sale of the QOF

interest.

• if the interest is held for at least 5 years, then 10% of the gain may

be excluded, representing $100,000 tax free

• if the interest is held for two additional years, another $50,000 (5%)

may be excluded, for a total tax-free gain of $150,000.

– The remaining $850,000 must be recognized upon earlier of year

of sale or December 31, 2026

• if the interest is held for at least 10 years, and sells for $1.5M, the

$500,000 in appreciation would be tax free ($850,000 would be

included in income)

Opportunity Zones incentives

Example

69


• investment vehicle that is setup as either a partnership or

corporation for investing in eligible property that is in an

Opportunity Zone and that utilizes the investor’s gains

from a prior investment for funding the Opportunity Fund.

– fund must hold at least 90% of its assets in a Qualified

Opportunity Zone property (QOZ property)

– regulations adopt a self-certification procedure that will

allow the QOF to certify that it qualifies for QOF treatment

What is a Qualified Opportunity Fund?

70


Puerto Rico Opportunity Zone Legislation

71


• main aspects of the Puerto Rico legislation can be

summarized in two areas:

– amended the PR Internal Revenue Code to provide the

same federal tax incentives in the local tax jurisdiction

− Deferral of capital gain if timely invested in a QOF

− Step up in basis of 10% or 15% depending on holding period (5

or 7 years)

− Permanent exclusion of gain on investment if maintained for at

least 10 years

– new incentives regime for the activities or investments of

the QOF is they qualify as a Priority Project

Qualified Opportunity Zones in Puerto Rico

72


• a “Priority Project” is defined as a trade or business or

other activity to produce income that will contribute to the

social and economic diversification, recovery or

transformation of the community in the eligible zone

• the law also created the QOZ Priority Project Committee

• the Committee shall publish a list of eligible Priority

Projects on or before July 31, 2019 (published August

19, 2019)


73


• projects that are listed will be eligible to apply for a grant

of tax exemption under an ordinary process

– if a proposed project is not on the list, the proponent shall

request the designation of the project as a Priority Project

from the Committee before filing an application for a tax

exemption grant


74


• The list of activities that qualify as Priority Projects within the

Opportunity Zones are:

– Development (acquisition of property and construction thereon and/or

substantial improvement of existing property) of residential real property

that is a Low-Income Housing Project as defined in Section 42(g) of the

US Internal Revenue Code of 1986, as amended, or by the Puerto Rico

Department of Housing, for sale or rent


substantial improvement of existing property) of residential and/or

commercial real property for sale or rent


substantial improvement of existing property) of industrial real property

for sale or rent

– Substantial improvement of an existing commercial property for sale or

rent


Priority Projects

75


• incentives:

– flat income tax of 18.5%, dividends distributions are tax free

– royalties paid to related parties not in Puerto Rico subject to

18.5% withholding

– 25% exemption provided for property taxes and municipal

taxes including construction excise taxes

– interest income paid by the exempt busines is totally

exempt


Priority Projects

76


• incentives:

– investment tax credit is provided of up to 25% of the cash

invested in the exempt business, which can be

subsequently be ceded or sold to a third party

− Minimum credit of 5% (6% to 25% credit subject to the

discretion of the Committee)

− 25% of the credit granted when the construction or operations

commences and the remaining in three annual installments

afterwards.


Priority Projects

77



– business activity is performed in its entirety in an eligible

zone

– business activity performed is not eligible for tax exemption

benefits under:

− Act 20-2012

− Act 74-2010

− Act 83-2010

− Act 27-2011

− or any successor or similar law


Priority Projects

78


Questions?

79

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