Dominican Republic - Company Incorporation

Dominican Republic Company Formations

Dominican Republic company

Dominican companies are not completely anonymous, as the shareholders are registered. There needs to be seven shareholders, these are usually transferred as soon as the company is incorporated, so that one person is then the sole shareholder.

Company Officers

There are directors and secretaries. The secretary must sign official documents. The same person can occupy both roles, being a representative of a corporate director, and acting in his own name as secretary.

Minimum number of founders

Seven. We can provide these for you.

Authorised share capital

In the Dominican Republic there are no capitalization rules for companies in general. No minimum capital is required, and corporations may finance themselves on whatever debt-equity ratio they desire. Some stamp duty is paid on the initial authorised amount.

Capital paid over

10% of authorised share capital has to be paid over at incorporation.

Types of share capital

Ordinary or Preference Shares are allowed. These can be named, in trust or bearer shares.

Par value

The minimum is RD$5.00

Officers

These are elected by the First General Meeting (asamblea constitutiva) and reaffirmed at the AGM (asamblea anual de accionistas).

Step-by-step incorporation

  • The statutes are the basic incorporation documents. These need to be signed by the subscribers or their representatives. These are formalised at the First General Meeting.
  • There are then legal publicity requirements. There is a stamp duty (impuesto de constitución) payable to the department of local taxes (departamento de impuestos internos).
  • The legal documents are registered.
  • The General Managers of Local Taxes (Dirección General de Impuestos Interno) give clearance to apply to the courts to publish notification that the company is ready to start trading.
  • Documents are lodged with the courts and an official notice is published.

Time taken to incorporate?

Around six weeks.

Are ready-made companies available?

Yes.

Name Check

If the name is approved a certification of approval of the name is issued by the National Industrial Property Office (ONAPI) within 10 days.

Publish the company name in the monthly publication of the ONAPI

After this publication the company name must be published in a national circulation newspaper.

Register the company name

It is necessary to file a formal name application to the State Secretarial for Industry and Commerce.

Notarise documents

It is necessary to notarise a sworn declaration of incorporation tax payment and shareholders list.

Register with Mercantile Registration

All corporate documents must be registered in the Chamber of Commerce in order to obtain a Mercantile Registration Certificate. Fees are based on the authorised capital of the company.