Countries › Dominican Republic › Guide › 4. Entities and setup › Beneficial ownership in the Dominican Republic: the 20% test, Annex D at the RNC, IR-2 annexes and the end of bearer shares

Beneficial ownership in the Dominican Republic: the 20% test, Annex D at the RNC, IR-2 annexes and the end of bearer shares

Last verified: 2026-10-30 · Status: Stable

Dominican 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 qualifies the person with effective control or the top manager is named. Declarations are made at RNC registration or update and in the annual return. Bearer shares are gone since Ley 155-17.

Key facts

Ownership threshold	20 %Ley 155-17 art. 104 (art. 50(c) paragraph III), as of 2026-10-30 · in force
Maximum delay to update after a change	6 monthsLey 155-17 art. 104 paragraph V, as of 2026-10-30 · in force
Retention period	10 yearsLey 155-17 art. 105, as of 2026-10-30 · in force
Where the information goes	Company register plus DGII (RC-02 Annex D and IR-2 annexes) Ley 155-17 art. 106; DGII, as of 2026-10-30 · in force
Bearer shares allowed	No Ley 155-17 art. 103, as of 2026-10-30 · in force

The rule

1. Every resident legal person or entity without legal personality, and certain non residents, must have updated information on beneficial owners (art. 50(c)). Non residents covered are those acting through a permanent establishment, those with their seat of management in the country, and others where the amount and type of Dominican income lead the tax authority to require it (paragraph I).Ley 155-17, amending art. 50(c) of the Código Tributario, art. 104, 2017-06-01 official text · verified 2026-10-30

2. The beneficial owner is the natural person who has final effective control or is ultimate owner, or for whose benefit a transaction is made, even if not shown as holder (paragraph II). A natural person, or a group linked by marriage, blood or affinity up to the second degree, has control through ownership or voting of 20%, or by other means such as benefiting from capital or assets or taking the strategic decisions (paragraph III).Ley 155-17, amending art. 50(c) of the Código Tributario, art. 104 paragraphs II and III, 2017-06-01 official text · verified 2026-10-30

3. For trusts, investment funds and similar entities the owner is whoever holds 20% or more of the assets or rights, the class of beneficiaries if not yet named, or whoever has effective control. Residents who are trustees, settlors or beneficiaries of foreign trusts are included and answer themselves (art. 104 paragraph III and art. 106).Ley 155-17, art. 104 and art. 106, 2017-06-01 official text · verified 2026-10-30

4. Exempt are companies listed on the Dominican stock exchange where low holdings, short holding periods or an institutional investor do not justify the cost, and entities found by regulation to be low risk (paragraph IV). Updating may never exceed six months after the change (paragraph V).Ley 155-17, art. 104 paragraphs IV and V, 2017-06-01 official text · verified 2026-10-30

5. Legal persons keep an updated register of beneficial owners available to the tax authority (art. 51, number 5 of the Código Tributario), and documents are kept for ten years (art. 50(h)).Ley 155-17, art. 105 and art. 106, 2017-06-01 official text · verified 2026-10-30

6. DGII asks for identification by share control (20% or more, through any chain), or by effective control under 20%. If no owner can be identified through shares, the person in the highest management post is registered. E.I.R.L. and natural persons are exempt. The declaration is made on registering or updating the RNC and in the income tax return.DGII, Beneficiario Final, applying Ley 155-17, Identificación de Beneficiario Final como Deber Formal, 2026-10-30 official text · verified 2026-10-30

7. Form RC-02 Annex D is the sworn declaration of the beneficial owner, mandatory when entering or changing data in the RNC; form RC-03 Annex C applies to trusts and funds. The IR-2 return uses annexes H-1 and H-2.DGII notice 33-17; DGII, Beneficiario Final, Notice of 2017, 2017-09-21 official text · verified 2026-10-30

8. Shares and obligations represented by certificates may be issued only in nominative form (art. 305). Companies had one year to convert bearer or to order shares and report to the Registro Mercantil and DGII; unconverted holders cannot exercise rights and the company must redeem those shares (art. 305 bis).Ley 155-17, amending Ley 479-08, art. 103, 2017-06-01 official text · verified 2026-10-30 · changed: Ley 155-17 of 1 June 2017 replaced art. 305, which had allowed nominative, to order and bearer forms.

9. Where subscribers contribute at or above the legal threshold, the chamber requires the bylaws to state the means of payment.Cámara de Comercio y Producción de Santo Domingo, S.R.L. requirements citing Ley 155-17, Section A, item 5, 2026-10-30 official text · verified 2026-10-30

Worked example

A Dominican S.R.L. is owned 70% by a foreign holding and 30% by a local person. The foreign holding is owned equally by two individuals, so each holds 35% indirectly and must be identified, along with the local partner at 30%. A company cannot be named as the beneficial owner: the chain runs up to natural persons.

Step by step

Map the chain up to natural persons at formation.
Complete RC-02 Annex D with the RNC application.
Keep the internal register at the registered office.
Update DGII after any change, within six months at most.
Report in the IR-2 annexes every year.

Common traps

Relatives up to the second degree can be added together for the 20% test (art. 104, paragraph III).
Foreign corporate holders must show who represents them up to a natural person at the chamber too.
The DGII annotated copy of Ley 479-08 still shows the old art. 305 with bearer shares; Ley 155-17 replaced it.
Reporting is to DGII: we found no public beneficial ownership register in the texts reviewed.

Sources

← Company setup costs and timeline in the Dominican Republic: 1% tax until 2026, chamber fees by capital band, ONAPI name and RNCAnnual compliance for a Dominican company: meeting and report in 120 days, IR-2, asset tax, monthly DGII filings and registry renewal every two years →

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