In other articles , we have listed all the benefits available to foreign nationals who wish to establish themselves, invest or formalize a business in the Dominican Republic. One of the most significant benefits is the simple and affordable process of creating a company or establishing a branch of a foreign company in the Dominican Republic.

In this article, we will explain the process of creating a company and how to establish a branch of a foreign company in the Dominican Republic.

Before explaining how to do it or what the requirements are, it is important to note that law 479-08 on companies in the Dominican Republic, modified by Law 31-11, dated February 11, 2011 establishes many types of companies that can be established in the country.

The following is a table listing all the types of companies available in the Dominican Republic:

Steps to establish a Company in the Dominican Republic

Note: These steps apply to almost all the different types of Companies.

Before starting the process, the client must know, or at least have an idea, of which is the type of company that fits their needs or business. With this in mind, you should take the following into account:

• What is the capital amount required by that company type?
• How many partners will the company have?

Another important element is knowing what the commercial purpose of the company will be; in other words, defining the type of business activity the company will be conducting, and determining a domicile of the company in the country.

Based on that pivotal piece of information, the establishment process of your company will begin by completing the following steps:

1. Registration of the Trade Name at the National Industrial Property Office.
2. The payment of the Subscribed and Paid Capital must be made before the General Directorate of Internal Taxes (known in Spanish as DGII), according to the type of company and capital.
3. Subsequently, the constituent documents of the company are drafted and then submitted at the Chamber of Commerce and Production of the area where the company will have its headquarters; this will vary according to the type of company, but we can point out the following documents specifically:

• Minutes of Constitutive Assembly.
• Shareholder Payroll of the Constitutive Assembly.
• Bylaws that govern the company.
• List of subscription of social contributions.

4. Lastly, in order to obtain a National Taxpayer Registry (known in Spanish as RNC), you would need to go to the Internal Tax Office (DGII).

Foreign Companies in the Dominican Republic

Foreign companies are regulated in the General Law of Commercial Companies and Individual Companies with Limited Liability, No. 479-08.

Article 11 of the law in question (amended by Law 31-11, dated February 11, 2011), establishes that the existence, capacity, operation and dissolution of foreign companies will be governed by the law of the place of their constitution. However, the operation and local activities performed by these companies will be subject to Dominican laws.

These foreign companies interested in establishing themselves in the country, are required to formalize in the country, provided that they establish a branch or permanent establishment in the Dominican Republic.

With the enactment of Law 31-11, it was established that foreign commercial companies will be recognized in the country, while also establishing that they would also need to go through a process to verify their legal existence by the corresponding authority.

Commercial Registry for Foreign Companies

The Commercial Registry is nothing more than a registration before an entity with the same name: “Commercial Registry”. This is administered by the Chambers of Commerce and Production, empowered by law at the national level and under the supervision of the Ministry of Industry and Commerce, for natural or legal persons. Through this registration, you will need to continuously notify each procedure carried out within the scope of activities performed by natural or legal persons, who routinely engage in commerce, thus disclosing each one of the acts and documents related to services, industrial and commercial activities carried out.

The Commercial Registry is governed by Law 3-02, on Mercantile Registry, dated January 18, 2002, which regulates both national and foreign companies.

To be able to register a foreign company in the Commercial Registry of the Dominican Republic, you will need the following documents:

• One (1) original and one (1) copy of the Bylaws of the foreign company, sealed by the Dominican Consulate before the country of origin of the company.
• One (1) original and one (1) copy of the Minutes of the Constitutive General Assembly and its corresponding Attendance List, sealed by the Dominican Consulate before the country of origin of the company.
• Photocopy of the identity card (Cédula), passport or National Taxpayers’ Registry card of the partners, shareholders and of the managers and directors of the company.
• Original Power of attorney from the partners or administrators, to the manager representing the company (if applicable).
• Completed Application form for the Commercial Registry registration for foreign companies.
• Letter of application for the registration of the Commercial Registry, addressed to the corresponding Commercial Recorder.
• Copies of the following apostilled documentation (if applicable), in the country of origin of the requesting company.
• Validity Certificate, Copies of the Commercial Registry Certificate and Incorporation Certificate or its equivalent, issued by the country of origin.

Note: In the event that the documents are in a language other than Spanish, said documents will need to be translated by a legal translator.

The National Taxpayer Registry for Foreign Companies

Another requirement established by the Law for companies incorporated abroad, is the inscription in the National Taxpayers Registry of the General Directorate of Internal Taxes. This requirement needs to be complied with if the result of said activities generates tax obligations in the country and said registration is required by current tax laws and regulations.

For the purposes of registration and to know if the activities carried out generate tax obligations in the country, we must refer to Article 1 of Regulation 05-2009, paragraph “d”, which specifically lists the operations that generate tax obligations. Some of these operations are the following:

• Purchase and sale of any type of real or personal property.
• Transactions in financial institutions locally or abroad.
•  Investments in other Dominican companies that generate income.

The National Taxpayer Registry for Foreign Companies (known as RNC) requires the following documents:

• Photocopy of the identity card (known as Cédula), passport or National Taxpayers’ Registry card of the partners, shareholders, managers and directors of the company.
• Photocopy of the Commercial Registry Certificate issued by the corresponding Chamber of Commerce and Production.
• RC-02 Form and its annexes.