Countries › Dominican Republic › Guide › 4. Entities and setup › Partnerships and participation companies in the Dominican Republic: nombre colectivo, comandita and the accidental company for joint projects

Partnerships and participation companies in the Dominican Republic: nombre colectivo, comandita and the accidental company for joint projects

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

These 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 only their contributions. The accidental or participation company is a contract without legal personality for specific transactions, which makes it a light joint venture tool for merchants.

Key facts

Minimum limited partners, comandita por acciones	3 partnersLey 479-08 art. 141, as of 2026-10-30 · in force
Accidental company has legal personality	No Ley 479-08 art. 149, as of 2026-10-30 · in force
Partner liability, nombre colectivo	Unlimited and joint Ley 479-08 art. 59, as of 2026-10-30 · in force

The rule

1. In the sociedad en nombre colectivo all partners are merchants and answer subsidiarily, without limit and jointly for company debts, after the company is put on notice (art. 59). Every partner is a manager unless the bylaws say otherwise (art. 62). Transfers, new partners and changes to the bylaws need unanimity (art. 68 and art. 72). Accounts go to the partners within 90 days of year end (art. 69). Death of a partner dissolves it unless a clause allows continuity (art. 74).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 59, art. 62, art. 68, art. 69, art. 72 and art. 74, 2011-02-08 official text · verified 2026-10-30

2. In the comandita simple general partners answer without limit and limited partners only for their contributions, which must be cash or in kind (art. 75 and art. 79). Limited partners cannot manage, even as an occasional agent, or they take on liability (art. 81), but may inspect, advise and vote on accounts and on managers (art. 82 and art. 83). The firm name must carry Sociedad en Comandita or S. en C. and cannot include limited partners (art. 77).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 75 to art. 83, 2011-02-08 official text · verified 2026-10-30

3. The sociedad en comandita por acciones has one or more general partners and at least three limited partners who hold shares (art. 141). The ordinary meeting appoints a supervisory board of at least three limited partners (art. 143) and one or more comisarios de cuentas (art. 144). S.A. rules apply where compatible (art. 141).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 141, art. 143 and art. 144, 2011-02-08 official text · verified 2026-10-30

4. The accidental or participation company is a contract where two or more merchants take an interest in specific, temporary transactions carried out by one of them in their own name and credit, accounting and sharing results as agreed. It has no legal personality, name, assets or domicile, needs no formality or registration, and can be proved by any means (art. 149).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 149, 2011-02-08 official text · verified 2026-10-30

5. Third parties deal only with the manager, whose liability is unlimited (art. 150). Other participants have no action against third parties and are not liable unless the manager disclosed their names with their consent, and then they are jointly liable (art. 151). They may review records and get accounts at any time (art. 152).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 150 to art. 152, 2011-02-08 official text · verified 2026-10-30

6. Accidental companies count as legal persons for income tax (art. 297(a)). The tax on incorporation also covers them on the capital agreed in the contract until its repeal from 2027.Ley 30-26 art. 15 (art. 297); Ley 173-07 art. 10; Ley 30-26 art. 58, art. 297(a); art. 9 of Ley 1041, 2026-06-18 official text · verified 2026-10-30 · changed: Ley 30-26 of 18 June 2026 repeals the 1% tax from 2027.

Worked example

Two merchants bid together for one supply contract. One signs and invoices in its own name and shares the margin under a participation contract. The signing merchant carries unlimited liability to the buyer, and the other stays out of view unless named with consent (art. 150 and art. 151).

Step by step

Decide whether any partner can accept unlimited liability; if not, use the S.R.L. or S.A.S.
For a participation contract, write down the sharing, accounts and exit terms even though no form is required.
Take tax advice on the tax treatment of the arrangement.

Common traps

A limited partner who manages loses the shield (art. 81).
Spouses cannot be partners together in these forms (art. 19).
Naming a silent participant with consent makes that person jointly liable (art. 151).
These forms are for merchants: art. 149 requires that status for the participation contract.

Sources

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