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Jun

Public Limited Companies are known throughout the world, as a type of corporation or company used in various countries. However, their composition and requirements vary from country to country.

As indicated above, in this article, we will be referring to Public Limited Companies in the Dominican Republic. Most importantly, we will provide information as to what are the cases in which this type of Company is recommended, depending on the corporate purpose and interest. Therefore, if it is of interest to you, you can continue reading below.

These Corporations are established and regulated by the General Law of Corporations and Commercial Companies, No.479-08 of the Dominican Republic, if you would like to see it yourself, you can click HERE.The literal concept of this type of company is established in article 154 of said law, which establishes the following:

“A Corporation is one that exists between two or more individuals under a corporate name, and is made up exclusively of partners whose responsibility for losses is limited to their contributions.Its capital will be represented by essentially negotiable titles called shares, which must be fully subscribed and paid before they are issued”.

Requirements for the formation or registration of a public limited company in Dominican Republic

• Original and Copy of the Bylaws / Company Agreement

• Original and Copy of the Minutes and Record of Attendance of the Constitutive General Assembly

• Original and Copy of the Report from the Contribution Commissioner

• Original and Copy of share subscription receipts (if applicable).

• Copy of the receipt of tax payment for the incorporation of companies, charged by the Directorate-General of Internal Taxes.

• Pursuant to Law 155-17 on Money Laundering, when it comes to the formation of corporations, when there is a subscriber of shares equal to or greater than the threshold established by law (which is RD$ 250,000.00), the Bylaws must state the means of payment used in said subscription.

• Clear and legible photocopies of the identity documents (both sides) of all members of the Society.Dominican nationals must submit a copy of their updated identity and electoral card (known in Spanish as cédula).Foreigners on the other hand, would need to provide copies of their valid identity document with photos, from their country of origin (passport, identity card, etc).

• Copy of the Trade Name Registration Certificate issued by the National Industrial Property Office (known in Spanish as ONAPI).

• Among other things that might be established by the individuals forming the corporation or partnership.

In other articles, we have talked about the benefits of the different types of companies or corporation; for more information, please access the following links:

·         Types of Commercial Companies in the Dominican Republic – What are the best type of companies to establish?

·         What are the best types of business organizations to establish in the Dominican Republic?

Corporations established by the Law in the Dominican Republic, differ greatly from the ones seen on other legislations, such as in Argentina, Panama, Mexico, El Salvador and other countries. In this country, Corporations are established, or rather directed at large economic groups, as well as certain corporate purposes, which forces them to be the an appropriate type of corporate transport. One example are the institutions or companies whose purpose is Financial Intermediation.

When speaking about large economic groups, we are referring to the following:

1. The capital currently required for corporations by Law, is the highest. This consists of the following:

This first requirement highlights a crucial difference between this type of company and other types. The difference in question is its capital and registration (which are minor). Additionally, the capital of a company is taxed one (1%) percent annually by the Directorate-General of Internal Taxes, given that this is an asset of the company.

2. Its management body; these companies are required to create a board of directors and account commissioners, with proof of their acceptance, along with other formalities.

These two elements result in making this type of society more costly than others in its administration, as well as having more formal requirements. Consequently, this type of company requires a higher degree of preparation of documents and payments.

Another crucial difference with this type of company in other legislations is the option of “Anonymity”, which refers to keeping information about the partners of the company confidential. Additionally, its constitution and administration are very simple.

In the Dominican Republic, this format is totally different. As we said in the beginning, they are focused on large corporations and commercial groups, where their capital, structure, purpose and size in general are considered to have a large scope.

Therefore, if that is your focus or that is what you are looking to establish for your company, this could be ideal option in order to determine the type of company that fits your needs.In order to determine the most appropriate type of company, the questions you should ask are the following:

• What will be the initial size of the company (small, medium or large)?This is what defines said company.

• What is the purpose of the company?;

• What capital would you like to establish?.

• How many shareholders will there be?

Based on this information, you will be able to identify the most appropriate type of company for you. You can see the options we have available HERE.

In other articles, we have referred to Public Limited Companies in regards to the following:

1. Oversight of Public Limited Companies
2. Management Body
3. Increase and Reduction of Authorized Capital
4. Liquidation and Dissolution of companies
5. Restructuring of companies in the Dominican Republic
6. Merger, Acquisition or Spin-off of companies in the Dominican Republic

At our law firm Morillo Suriel – Attorneys at Law, we have a division specialized in Corporate and Business Law in the Dominican Republic. Through that division, we can assist you with any questions or concerns you may have regarding Public limited companies in the Dominican Republic or any other Corporate and Business matters in the Dominican Republic. Our attorneys are available to assist you regardless of your location; in Santo Domingo, Dominican Republic and the rest of world.