Liquidation of companies in the Dominican Republic

  • By:Vianela Morillo
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Knowing the process that must be followed to liquidate a company is a very relevant topic today. Once it is determined that a company will no longer have operational life, the most appropriate course of action is to dissolve and liquidate it through the corresponding institutions, which are:

  1. The corresponding Chamber of Commerce in the Dominican Republic.
  2. The Department of Internal Revenue (known in Spanish as DGII).

Both agencies are responsible for the liquidation of companies or commercial entities in the Dominican Republic.

Having a company, corporation, foreign company, subsidiary or branch, showing as active in the competent institutions’ registry, while being non-operational, implies:

A) Presentations of each of the fiscal requirements established.

B) Payment and renewal of Commercial Registry.

C) Payment of applicable taxes to the Department of Internal Revenue (DGII) . Please be aware that since the capital of a financial institution is considered an asset, a 1% contribution would need to be paid towards the Business Asset Tax.

“If that company is not operational and does not intend to be, why should it remain active?”

If you have an answer to that question, you do not need to continue reading; however, below are the steps and requirements to accomplish this task if you believe that you should proceed.

The requirements for Dissolution, Liquidation and Final closure apply for any type of business entity, for example:

  • Liquidation and dissolution of Individual Limited Liability Company.
  • Liquidation and dissolution of Limited Liability Companies (LLC).
  • Liquidation and dissolution of Simplified Public Limited Companies.
  • Liquidation and dissolution of Public Limited Companies.
  • Liquidation and dissolution of foreign companies or subsidiaries.

Process and requirements for the Dissolution, Liquidation or Final Closure

Requirements and documentation for dissolution, liquidation or final closure of business entities in the Dominican Republic.

PHASE I: Chamber of Commerce

  1. Original Commercial Registry of the Company. This registry registry must be active; however, if it is inactive you would need to:

A) Renew

B) If you lost it, you would need to issue a notarized statement for the loss, duly notarized and legalized by the Attorney General’s Office. 

  1. Why should companies and corporations establish Corporate bylaws?

Bylaws will specify the structure and guidelines to follow in the liquidation of a business entity.

  1. Why should companies draft Minutes of Final Assembly and a List of Shareholders or partners?

It will register the current partners and shareholders of the company.

  1. Valid identity documents for each partner and shareholder of the business entity in question. Please take the following into account:

A) If a partner or shareholder will be represented during the process, a notarized and legalized power of attorney needs to be provided in addition to their identity document.

B) If you are a foreign national and do not have residency or Dominican ID, your valid passport will be the valid document.

  1. First (1st) Minutes of General Meeting held by the company, indicating and authorizing:

A) Approval for the Dissolution of the company or corporation.

B) The discharge of members of the board of directors (if applicable).

C) The Appointment of a Liquidator and a Commissioner of company Accounts.

  1. Second (2nd) Minutes of General Meeting held by the company, indicating and authorizing:

A) Approval of the report drafted by the Liquidator and release of his duties (if applicable).

B) Declaration of company’s Liquidation.

C) Approval of the report drafted by the Commissioner of Accounts and release of his duties (if applicable).

** Each of the minutes must be accompanied by its list of shareholders or partners.

  1. Report from the account commissioner, in accordance with his appointment.

8. Report from the Liquidator, in accordance with his appointment.

How much does it cost to liquidate a company?

It varies according to the capital and the pending renewals of the company’s Commercial Registry.

Time / Term

Seven (7) days. This may vary according to the complexity of the company, any modification that must be made or documentation that would need to be provided.

PHASE II: Department of Internal Revenue (known in Spanish as DGII)

  1. Affidavit for the registration and update of company data (RC-02) filled out, stamped and signed with the corresponding supporting documents.

2. Copy of all the documents that were submitted and registered by the Chamber of Commerce.

  1. Affidavit of liability.

This affidavit must establish the liability of the representatives of the company, in a way that in the event of any contingency, payment or company claim they would responsible. It must be signed by:

  1. In the case of Individual Limited Liability Companies, LLCs or Simplified Public Limited Companies, by their Manager or managers.
  2. In the case of Public limited companies, by the president and secretary.
  3. It can also be signed by the Liquidator.
  4. Authorization from the National Council of Export Free Trade Zones (only applies to Free Zones).
  5. Copy of the sentence with the nature of what was irrevocably issued, declaring the company bankrupt (applies in case of dissolution by bankruptcy).

Important to note:

  • You must not have requested a tax receipt after the dissolution.
  • Being current with statements and taxes.
  • The assets must be liquidated (vehicles, real estate and shares in other companies) and must be included in the liquidator’s report.


45 to 60 days. However, it may take longer if they require any new documentation.

Even if it seems like a lot of documentation is needed, the reality is that the process is easy and simple. Taking into account that a one time task will be of greater benefit over time than keeping a business entity active and fulfilling its economic and fiscal responsibilities.

Please note

Having or being part of a business entity, and not being up to date with its tax duties, will limit your options for future business endeavors. You WILL NOT be able to issue invoices as an individual or legal entity, as long as contributions are equal to or more than twenty 20% of the shares or partnership interest.

law firm or office specializing in Corporate Law can list the benefits and factors you would need to take into account to succeed in the Dissolution – Liquidation – Final closure of a business entity, while ensuring that the process will be easy, quick and affordable.

In our Morillo Suriel – Attorneys at Law firm, we have a division specialized in Corporate and Commercial Law, through which we can assist you with any questions or concerns you might have in the matter.

We are available


Posted in: Companies and Corporations


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