Dominican Republic Company Formation

Dominican Republic Company Incorporation

There are three forms of company we incorporate in the Dominican Republic, Simplified Corporation (SAS), Limited Liability Company (SRL) and Individual-Owned Limited Liability Company (EIRL).

Dominican Republic - SRL/EIRL Company Incorporation

An SRL is a limited liability company – Sociedades de Responsabilidad Limitada – with a minimum of two shareholders, any of which can be another limited company. An EIRL is a sole trader limited company – Empresa Individual de Responsabilidad Limitada – which is intended for one person.

  • Reserving your Company Name
  • Liaising with the local registrar and relevant authorities
  • Structuring the company as per your requirements
  • Prepare your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • File the documents with the Companies Registry
  • Resident Directors - required for incorporation
  • Powers of Attorney - including notarisation
  • Notarisation of Incorporation Deed
  • Registration with Tax Authorities
  • Payment of Taxes on Incorporation
  • Initial Government licence fee payable on incorporation
  • Certificate of Incorporation
  • Issue of shares and production of Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier

Incorporating a SRL company

We will firstly draw up a list of shareholders. If shareholders are unable to go to a meeting to form the company; we draw up Powers of Attorney in favour of our notary there. These documents are legalised for use in the Dominican Republic and sent to the notary. Prior to the meeting, the notary asks for a name clearance certificate from the National Office of Industrial Property.

There is then a meeting of shareholders together with our notary:

  • The company statutes need to be signed by the shareholders
  • An application form to be given to the Mercantile Registry is written up and signed by all shareholders
  • Share Capital is deposited in a bank, and a certificate of deposit is given to the Notary
  • The notary takes identification documents for all the shareholders and certifies that these people exist and are aware of their actions
  • The notary then needs to pay the incorporation tax to the Colector de Impuestos Internos, usually 1% of the value of authorised capital

The company is formed after the notary sends to the Mercantile Register a copy of:

  • The deed of incorporation.
  • The Incorporation Application.
  • A bank deposit receipt.
  • A receipt showing payment of Incorporation Tax.
  • And the required payment to the Mercantile Register.

Share Capital

Share Capital needs to be RD$100,000 (€1950) for an SRL. If the company is a single person company (EIRL), there is no minimum share capital.

Company Name Check

When the company name is approved a certification of approval of the name is issued by the National Industrial Property Office within 10 days. When registering the company name, it is necessary to file a formal name application to the State Secretarial for Industry and Commerce. After this publication the company name must be published in a national circulation newspaper.

Notarise Company Documents

The incorporation of the company is done with a notary. They will normally act with Powers of Attorney on behalf of shareholders outside the Dominican Republic.

Mercantile Registration

All corporate documents must be registered in the Chamber of Commerce in order to obtain a Mercantile Registration Certificate.

Company Law (Ley de Sociedades) #479-08, governs company formation in the Dominican Republic.

Company Shareholders

  • Only one shareholder required with no restriction placed upon nationality
  • Foreign shareholders must obtain tax identification number, and we apply on your behalf.
  • As we will be filling documents on behalf of the shareholders, a Power of Attorney will be required.
  • There is a shareholders' register, recording all shareholdings; and we can produce share certificates to record all holdings.

Company Directors

The board may consist of one single director.

Sociedad de Responsabilidad Limitada - S.R.L

Best for small to medium-sized businesses and large, family-owned businesses.

Minimum of two shareholders, maximum of 50;; minimum capital investment of 100,000 Dominican pesos (US$2,700) paid in full. Management is by one or more individuals or a board of individuals as established in the by-laws.

Shares: No stock is issued. Transfer of shares is essentially restricted, and requires 50 to 75% of the votes of the shareholders for approval. Restricting transfer of shares to heirs or spouse of a shareholder is possible.

Empresa Individual de Responsabilidad Limitada - E.I.R.L

Maximum of one stockholder who must be the owner and an individual, not a company; no minimum capital investment is required.

A member need not be a Dominican citizen or resident to form a Dominican company. As a member, you will be required to provide your full name, nationality, occupation, marital status and address, and where applicable, a copy of your passport, “cédula” (Dominican identification), and/or driver’s license.

1. Register the company name

If time is important and the company name is not immediately critical, you have some options. Many law firms retain shelf companies that are ready to go and available for purchase at a premium price. However, if cost is a factor, you can still expedite the registration process by selecting a “numbered” company (e.g., 12345 S.R.L.), and opting to change the name later. This two-step process will incur extra costs, but will expedite the registration process with the advantage that you will establish a legally recognized company more quickly.

2. Prepare and sign company documents

The documents required will depend on the particular structure selected, but will include at a minimum the articles of incorporation and by-laws (“estatutos”).

3. Pay the organization tax

Dominican company organisation taxes amounts to 1% of the authorised capital for S.A. and S.A.S. structures, and paid-in capital for S.R.L. and E.I.R.L. structures.

4. Record the company documents with the Business Registry (Registro Mercantil)

The moment company documents are recorded at the Business Registry, the company is deemed to legally exist, affording the company access to all benefits granted under the law. Recordation fees are calculated on the basis of the company’s authorised capital for S.A. and S.A.S. structures, and paid-in capital for S.R.L. and E.I.R.L. structures.

5. Register the company with the Bureau of Internal Taxes (“Dirección General de Impuestos Internos”, abbreviated as DGII)

The newly formed company and each individual member, whether foreign or domestic, must obtain a tax number by registering with the DGII. The company tax number (“número de registro nacional de contribuyentes”) permits the company to open a bank account, acquire real estate, and operate generally within the country.

Ask System Day
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Dominican Republic fees to Incorporate
  • Time - 6 weeks to incorporate your Dominican Republic company
  • Company Formation - £1360
  • Registered Office Fee - £440
Dominican Republic Advantages
  • Directors - only 1 director of any nationality is necessary for your company
  • Share Capital - the share capital requirement is RD$100,000 (€1950) for an SRL
  • Share Capital - there is no minimum share capital requirement for an EIRL
  • Shareholders - only one shareholder is required
  • Registered Office - your company requires a registered office in the Dominican Republic and a registered agent, which we can provide
  • Support - using our 20 years experience we guide you throughout every step of the company formation process