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GLOBAL INFO

Dominican Republic

COUNTRY:

Dominican Republic

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

  • Sociedad de Responsabilidad Limitada (Limited Liability Company)
  • Sociedad Anónima (Corporation). There is also a Sociedad Anónima Simplificada (Simplified Corporation)
  • Empresa Individual de Responsabilidad Limitada (Sole proprietorship with the advantage of limited liability)

2.      Which is the most preferred company form by foreign investors?

  • Sociedad de Responsabilidad Limitada (Limited Liability Company)
  • Sociedad Anónima (Corporation)

 

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

A.    Sociedad de Responsabilidad Limitada (Limited Liability Company)

  • Minimum: RD$100,000.00 (entirely subscribed) (aprox. US$2,190.00)
  • RD$100.00 per share (aprox. US$2.19)
  • Capital to be paid upon subscription

 

B.    Sociedad de Responsabilidad Limitada (Limited Liability Company)

  • Minimum authorized capital: RD$30,000,000.00 (entirely subscribed) (aprox. US$656,887.00)
  • Minimum paid in capital: 10%
  • RD$100.00 per share
  • Capital to be paid upon subscription

 

In both cases the capital may be paid cash or as contribution in-kind.

4.     What are the basic rules of shareholders liability for company debts in this company?

The shareholders are liable up to the amount of their participation in the company.

Piercing the corporate veil occurs under extreme circumstances as in most jurisdictions

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

§  LLC´s may have a single manager, multiple managers or a council of manager. They must be natural persons.

 

§  For corporations, Council of Administrators is required. The president of the Council must be a natural person.

 

§  The managers are liable for their actions on behalf of the company

6.      How long does the registration procedure of this company take?

15-20 labour days (including the trade name registration); additional time is required in order to obtain valid invoices from the tax authority.

7.      What are the main costs of formation of this company in local currency?

For companies with a minimum capital the minimum main administrative costs are:

§  LLC´s: RD$12,787.60  (aprox. US$280.00)

§  Corporations: RD$319,690.00 (aprox. US$7,000.00)

8.      What is the average attorney’s fee of the formation of this company in local currency?

It depends on the nature of the operation and the level of customization. For a basic incorporation and companies with a minimum capital, the attorney´s fees may vary from US$1,500.00 to US$2,500.00.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

§  Registration of corporate documents before the Chamber of Commerce and Production of its jurisdiction, especially those that implies changes in the structure of the company.

 

§  The information of the company (shareholders, administration, etc.) before the Internal Revenue Agency must be up to date. However, the information submitted to the tax authority is not public.

10.   What are the main auditor requirements?

A type of auditor, called Comisario de Cuentas, is only mandatory for the Corporations. This auditor must have a degree on Accountings, Business Administration, Finance or Economy, and at least 3 years of experience on his professional field.