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

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 cuentas

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

The 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 form for companies going to the securities market. Shares must be nominative, and most private groups use the S.R.L. or the S.A.S. unless a special law or a capital markets plan points to the S.A.

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

Minimum authorized capital, S.A.	30000000 DOPLey 479-08 art. 160, as of 2026-10-30 · in force
Capital subscribed and paid at formation	10 %Ley 479-08 art. 164 paragraph II, as of 2026-10-30 · in force
Minimum shareholders, S.A.	2 shareholdersLey 479-08 art. 154, as of 2026-10-30 · in force
Minimum directors, S.A.	3 directorsLey 479-08 art. 208, as of 2026-10-30 · in force
Annual meeting deadline after year end	120 daysLey 479-08 art. 190 paragraph I, as of 2026-10-30 · in force
Annual meeting notice	15 daysLey 479-08 art. 190 paragraph I, as of 2026-10-30 · in force
Extraordinary meeting quorum, first and second call	1/2 plus one share; 1/3 Ley 479-08 art. 189 paragraph II, as of 2026-10-30 · in force
Bearer shares allowed	No Ley 155-17 art. 103 (art. 305 of Ley 479-08), as of 2026-10-30 · in force
Comisario de cuentas required	Yes Ley 479-08 art. 241, as of 2026-10-30 · in force
Legal reserve, share of net profit	5 %Ley 479-08 art. 47, as of 2026-10-30 · in force
Legal reserve cap	10 % of capitalLey 479-08 art. 47, 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 S.A. exists between two or more persons, shareholders are liable only up to their contributions, and shares are negotiable securities that must be fully subscribed and paid before issue (art. 154). The name must carry Sociedad Anónima or S.A. (art. 155).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 154 and art. 155, 2011-02-08 official text · verified 2026-10-30

2. Minimum authorized capital is RD$30,000,000 and the minimum par value is RD$1 (art. 160). One tenth of capital must be fully subscribed and paid (art. 164, paragraph II). Shares cannot be subscribed below par (art. 164, paragraph I). The Ministry may index the minimum every three years only if consumer prices have moved more than 50% since the last review (art. 160).
Cost to do it: In 2026 the 1% tax on RD$30,000,000 of authorized capital is RD$300,000 (about US$4,926.05); repealed from 2027 by Ley 30-26 art. 58.
Example: Authorized capital of RD$30,000,000 requires RD$3,000,000 subscribed and paid. / About US$492,605.18 authorized and US$49,260.52 paid in.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 160 and art. 164, 2011-02-08 official text · verified 2026-10-30

3. Beyond the general contents in art. 14, the bylaws must name the first directors and comisarios de cuentas with their acceptance (art. 162). In kind contributions need a comisario de aportes report three days before signing, and shareholders approve the value by signing the bylaws (art. 162 and art. 163). The company must apply for registration within one month of signing (art. 165).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 14, art. 162, art. 163 and art. 165, 2011-02-08 official text · verified 2026-10-30

4. A board of at least three members runs the company; the bylaws set the maximum (art. 208). Directors serve up to six years if elected by the meeting and up to three years if named in the bylaws, are re-electable and may be removed at any time (art. 210). Barred persons include unemancipated minors, the incapacitated, those convicted of crimes or bankruptcy offences, those disqualified from commerce and officials with duties tied to the company's activity (art. 211). No nationality or residence requirement appears in the list. A corporate director must name a permanent representative (art. 212).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 208, art. 210, art. 211 and art. 212, 2011-02-08 official text · verified 2026-10-30

5. Without approval of the general meeting, directors may not borrow from the company, use its assets or credit for themselves or related persons, or take its business opportunities to its detriment; the transaction is void and the ban reaches spouses, ascendants, descendants and intermediaries (art. 227).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 227, 2011-02-08 official text · verified 2026-10-30

6. Every S.A. must have one or more comisarios de cuentas, natural persons appointed by the meeting (art. 241), with a degree in accounting, business, finance or economics and at least three years of experience (art. 242). They serve for two financial years (art. 248), and cannot be founders, in kind contributors, directors or their relatives to the fourth degree (art. 243). If the meeting fails to elect one, any shareholder can ask the court to appoint one (art. 248, paragraph II).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 241 to art. 243 and art. 248, 2011-02-08 official text · verified 2026-10-30

7. The ordinary general meeting meets at least once a year within 120 days of year end on at least 15 days notice, with a quorum of half the subscribed and paid shares at first call and a quarter at second, and decides by majority of those present (art. 190). The extraordinary meeting amends bylaws, changes authorized capital, approves transformation, merger, spin off, dissolution and issues of securities, with a quorum of one half plus one share at first call and one third at second, and decides by two thirds of votes present (art. 189). Each share has one vote (art. 193).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 189, art. 190 and art. 193, 2011-02-08 official text · verified 2026-10-30

8. Shares and obligations represented by certificates may be issued only in nominative form. The company keeps a register of holders, treats only registered holders as owners, and a transfer takes effect once notified and registered (art. 305). Bearer or to order shares had one year to convert, after which holders lose their rights (art. 305 bis).Ley 155-17, amending art. 305 and adding art. 305 bis of Ley 479-08, art. 103, 2017-06-01 official text · verified 2026-10-30 · changed: Ley 155-17 of 1 June 2017 ended bearer shares, including those issued before 2011, with a one year conversion window.

9. Bylaws may require approval of a buyer or a right of first offer (art. 316), but such limits do not apply on inheritance, division of marital property or transfer to a spouse, ascendant or descendant, nor to trades on the securities market. Under an approval clause, silence for a month counts as approval; if the buyer is rejected the board has a month to arrange a purchase at the agreed or expert price, failing which approval is deemed given (art. 317).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 316 and art. 317, 2011-02-08 official text · verified 2026-10-30

10. A person who passes 10% of the voting rights must tell the company by bailiff's act within 15 days of each purchase how much capital and how many votes they hold (art. 55; the S.R.L. is excluded). If net assets fall below half of subscribed and paid capital, the board must call an extraordinary meeting within four months of approving the accounts (art. 301). Holding fewer than two shareholders for a year is a cause of dissolution (art. 299 and art. 300).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 55, art. 299, art. 300 and art. 301, 2011-02-08 official text · verified 2026-10-30

11. Companies that raise public savings, list, or issue bonds publicly are supervised through formation, bylaw changes, capital changes and reorganizations by the securities regulator, which the law still calls the Superintendencia de Valores (art. 157).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 157, 2011-02-08 official text · verified 2026-10-30

Worked example

An S.A. with RD$50,000,000 of authorized capital (about US$821,008.63) formed in Santo Domingo in 2026 must have RD$5,000,000 paid in. The tax is RD$500,000 (about US$8,210.09), and the chamber fee is RD$23,000 (about US$377.66) if the band is applied to RD$50,000,000. The same company formed in 2027 pays no tax on incorporation.

Step by step

Confirm that a special law or financing plan needs an S.A.; otherwise compare with the S.A.S.
Name at least three directors and a comisario who meets art. 242 and art. 243.
Sign bylaws and subscription receipts; pay the tax if forming in 2026.
File at the chamber within one month and request the RNC.
Set up the share register, the minutes book and the shareholder notice file.

Common traps

The RD$30 million test is on authorized capital, and in 2026 the 1% tax is charged on that figure, not on what is paid in (Ley 173-07 art. 10).
The comisario cannot be a relative of directors to the fourth degree or anyone paid by the company for other permanent work (art. 243).
Foreign groups often assume the S.A. is the default; art. 160 makes it the costliest choice in capital terms.
Registered holders are the only owners the company recognizes, so an unrecorded transfer is ineffective (art. 305).

Sources

← 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 transfersSociedad anónima simplificada (S.A.S.) in the Dominican Republic: RD$3 million authorized capital, free internal structure, share classes and no public offering →

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