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4. Entities and setup: Dominican Republic

Entities and setup in the Dominican Republic: choosing between the S.R.L., S.A.S., S.A., E.I.R.L. and a branch under Ley 479-08, with registration at the chamber of commerce under Ley 3-02, the RNC at DGII, the 1% tax on incorporation that ends in 2027 under Ley 30-26, beneficial ownership under Ley 155-17, annual duties and reorganizations, each tied to the official text. For Argentine shareholders, the Argentine side of tax and FX questions is covered in The Argentine Thread guide.

Investor view. No minimum capital for the S.R.L., a flexible S.A.S. and the end of the tax on incorporation from 2027 lower the cost of starting a business and make it cheaper to put growth capital to work.

• Choosing an entity in the Dominican Republic: S.R.L., S.A.S., S.A., E.I.R.L. or branch, compared on capital, owners, governance and costMost foreign investors choose between the S.R.L. (no minimum capital, up to 50 partners), the S.A.S. (RD$3 million authorized, flexible governance and share classes) and a branch. The S.A. (RD$30 mill
• Sociedad de responsabilidad limitada (S.R.L.) in the Dominican Republic: two to 50 partners, no minimum capital since 2019, quotas paid in full at formation and a three quarters vote for outside transfersThe S.R.L. is the usual vehicle for a closely held Dominican company: two to 50 partners, liability limited to contributions and no share certificates. Ley 68-19 of 2019 removed the old RD$100,000 min
• Sociedad anónima (S.A.) in the Dominican Republic: RD$30 million authorized capital, 10% paid in, a board of three and a mandatory comisario de cuentasThe S.A. is the heavy vehicle: at least two shareholders, RD$30 million of authorized capital with a tenth subscribed and paid, a board of at least three and a mandatory statutory examiner. It is the
• Sociedad anónima simplificada (S.A.S.) in the Dominican Republic: RD$3 million authorized capital, free internal structure, share classes and no public offeringThe S.A.S. keeps shares and share classes but lets the bylaws design the governance: one president can run it, no board or comisario de cuentas is mandatory, and transfers can be tightly restricted. C
• Empresa individual de responsabilidad limitada (E.I.R.L.) in the Dominican Republic: one natural person, a separate estate and no minimum capital in the lawThe E.I.R.L. lets one natural person ring fence a business in a separate legal entity, with no minimum capital stated in the law. Companies cannot own one, so it does not work for a foreign subsidiary
• Branch of a foreign company in the Dominican Republic: registering in the Registro Mercantil, the RNC and the 10% tax on remittances to head officeA foreign company that sets up a branch or trades habitually must register in the Registro Mercantil of its chosen domicile and, if it has tax obligations, obtain an RNC. It stays the same legal perso
• Company setup costs and timeline in the Dominican Republic: 1% tax until 2026, chamber fees by capital band, ONAPI name and RNCSetup runs through the Cámara de Comercio y Producción of the domicile for the Registro Mercantil, DGII for the tax and RNC, and optionally ONAPI for the trade name. The application is due within one
• Beneficial ownership in the Dominican Republic: the 20% test, Annex D at the RNC, IR-2 annexes and the end of bearer sharesDominican companies must keep updated data on the natural persons who ultimately own or control them, and report it to DGII. Anyone at 20% or more, direct or indirect, is reported, and if no one quali
• Annual compliance for a Dominican company: meeting and report in 120 days, IR-2, asset tax, monthly DGII filings and registry renewal every two yearsEach year the managers prepare accounts and a management report, partners approve them within 120 days of year end, and the IR-2 and asset tax are due in the same period. Monthly filings cover ITBIS,
• Transformation, mergers and spin offs of Dominican companies: keeping the legal person, creditor rights and the Registro MercantilA company can change type without dissolving, and it keeps its legal personality and contracts. Transformation needs a special balance sheet, a meeting and registration within 30 days, and dissenting
• Partnerships and participation companies in the Dominican Republic: nombre colectivo, comandita and the accidental company for joint projectsThese older forms are rarely the first choice for investors. In the sociedad en nombre colectivo all partners answer without limit, and in the comandita general partners do while limited partners risk

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