Countries › Dominican Republic › Guide › 4. Entities and setup › 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 law

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 law

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

The 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. The owner loses the shield by failing to pay the declared capital, ignoring the accounting rules or withdrawing assets outside the legal routes.

USD figures use the Banco Central de la República Dominicana spot reference selling rate of RD$60.9007 per US dollar for 29 October 2026, rounded to the cent.

Key facts

Who may own an E.I.R.L.	One natural person only Ley 479-08 art. 450, as of 2026-10-30 · in force
Minimum capital, E.I.R.L.	None stated in the law DOPLey 479-08 art. 455, as of 2026-10-30 · in force
Deadline to file in the Registro Mercantil	1 monthLey 479-08 art. 453, as of 2026-10-30 · in force
Deadline for statements and annual report	3 monthsLey 479-08 art. 457, as of 2026-10-30 · in force
Rate used for USD conversions	60.9007 DOP per USDBanco Central spot reference selling rate, 29 October 2026, as of 2026-10-29 · in force

The rule

1. An E.I.R.L. belongs to one natural person and has its own legal personality and an estate separate from the owner's other assets. Legal persons cannot form or acquire one, and it may transform into a company (art. 450).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 450, 2011-02-08 official text · verified 2026-10-30

2. The founder acts by notarial deed or a private document legalized by a notary, deposited in the Registro Mercantil within one month (art. 452 and art. 453). The name must carry Empresa Individual de Responsabilidad Limitada or E.I.R.L., failing which the owner is jointly liable to third parties (art. 454).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 452 to art. 454, 2011-02-08 official text · verified 2026-10-30

3. The deed states the name, domicile, object, duration, first managers and the capital, which only the owner may provide. Cash is shown with bank deposit receipts in favour of the company in formation; in kind contributions need title documents, a report from an authorized public accountant and a sworn valuation that makes the owner liable for any excess (art. 455). The law sets no minimum amount.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 455, 2011-02-08 official text · verified 2026-10-30

4. The manager must be a natural person; the owner may take the role, and pay must be reasonable (art. 456). Accounts must follow the rules for merchants, and audited statements and the annual report are prepared within three months of year end; profits may be withdrawn only once the accounts show realized net profits (art. 457).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 456 and art. 457, 2011-02-08 official text · verified 2026-10-30

5. The company answers for the owner's earlier debts only if they are registered within three months of publication of the extract, and not for later debts, without prejudice to collection against the owner's annual profits (art. 458). Withdrawing capital needs a declaration in the registry, publication and a one month creditor opposition window (art. 461).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 458 and art. 461, 2011-02-08 official text · verified 2026-10-30

6. Only the E.I.R.L. answers with its assets while the owner meets the duty to contribute. The owner becomes liable for company obligations by failing to make the declared contributions, breaching art. 457, or infringing art. 461, art. 463 or art. 465, and creditors may then seek dissolution (art. 462).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 462, 2011-02-08 official text · verified 2026-10-30

7. The business can be transferred with audited statements at the transfer date (art. 463). On the owner's death it may be sold, liquidated, transformed, attributed to an heir or kept by agreement among heirs (art. 464). If losses leave its own assets below half the capital, the owner has two months to decide on early dissolution (art. 466).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 463, art. 464 and art. 466, 2011-02-08 official text · verified 2026-10-30

8. For income tax an E.I.R.L. is treated as a legal entity (art. 297(a) of the Código Tributario as restated). DGII states that E.I.R.L. are exempt from the beneficial owner declaration.Ley 30-26, restating art. 297 of the Código Tributario, art. 15, 2026-06-18 official text · verified 2026-10-30 · changed: Ley 30-26 of 18 June 2026 restated art. 297; the 27% rate is kept and E.I.R.L. remain in the legal entity list.

Worked example

A foreign consultant resident in Santo Domingo contributes RD$100,000 in cash (about US$1,642.02). At the Santo Domingo chamber, formation costs RD$2,500 (about US$41.05) and renewal every two years RD$1,700 (about US$27.91). The chamber's E.I.R.L. requirements do not list a receipt for the 1% tax.

Step by step

Check that the owner is a natural person.
Open the bank deposit in favour of the company in formation.
Sign the deed before a notary and file it within one month.
Register for the RNC and set up accounting from day one (art. 457).

Common traps

A foreign parent company cannot own an E.I.R.L. (art. 450, paragraph I).
Withdrawing cash outside art. 457 or art. 461 can make the owner personally liable (art. 462).
Art. 457 refers to audited statements, so ask your accountant how it applies at your size.

Sources

← Sociedad anónima simplificada (S.A.S.) in the Dominican Republic: RD$3 million authorized capital, free internal structure, share classes and no public offeringBranch of a foreign company in the Dominican Republic: registering in the Registro Mercantil, the RNC and the 10% tax on remittances to head office →

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