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

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 transfers

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

The 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 minimum capital, but every quota must still be worth at least RD$100 and be fully subscribed and paid at formation. Partners holding three quarters of the quotas must approve a sale to an outsider, and if they refuse they must arrange a buyer within three months.

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 partners, S.R.L.	2 partnersLey 479-08 art. 89, as of 2026-10-30 · in force
Maximum partners, S.R.L.	50 partnersLey 479-08 art. 93, as of 2026-10-30 · in force
Minimum capital, S.R.L.	None DOPLey 68-19 art. 3 (art. 91 of Ley 479-08), as of 2026-10-30 · in force
Minimum value of each quota	100 DOPLey 68-19 art. 3 (art. 91 paragraph I), as of 2026-10-30 · in force
Capital paid at formation	100 %Ley 479-08 art. 92, as of 2026-10-30 · in force
Consent for a transfer to outsiders	3/4 of quotas Ley 479-08 art. 97, as of 2026-10-30 · in force
Maximum manager term	6 yearsLey 479-08 art. 100, 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
Annual meeting deadline after year end	120 daysLey 479-08 art. 110, 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.R.L. is formed by two or more persons under a company name, with contributions from all partners, who are not personally liable for company debts and whose liability for losses is limited to their contributions (art. 89). The name must carry the words Sociedad de Responsabilidad Limitada or the initials S.R.L., and without them the partners are jointly liable to third parties (art. 90). Contracts, minutes, invoices and letterhead must show the name, domicile, Registro Mercantil number and RNC (art. 90, paragraph).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 89 and art. 90, 2011-02-08 official text · verified 2026-10-30

2. Capital and quota value are set by the partners in the bylaws, and each quota must be at least RD$100. Quotas are equal and indivisible and cannot be represented by negotiable securities. The former RD$100,000 minimum and its inflation indexing were removed. Preferred quotas may carry a fixed dividend or percentage of profits, a dividend plus a share of ordinary profits, or priority on repayment at liquidation.
Example: Two partners form an S.R.L. with 1,000 quotas of RD$100, so capital is RD$100,000. / That capital is about US$1,642.02; each quota is about US$1.64.Ley 68-19, amending art. 91 of Ley 479-08, art. 3 and art. 4 (new art. 91 and paragraphs I and II), 2019-03-28 official text · verified 2026-10-30 · changed: Ley 68-19, promulgated 28 March 2019, removed the RD$100,000 minimum capital for S.R.L. and repealed the indexing paragraphs. The minimum quota value of RD$100 stayed.

3. Quotas must be fully subscribed and paid at formation, whether in cash or in kind (art. 92). Whoever receives the cash must deposit it within eight days in a bank account opened for the company in formation; the money stays blocked until the company is registered (art. 92, paragraph I). If the company is not formed within three months of the first deposit, contributors may ask the court for permission to withdraw it (art. 92, paragraph II).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 92, 2011-02-08 official text · verified 2026-10-30

4. In kind contributions need a valuation report from a comisario de aportes (an authorized public accountant or accredited appraiser) chosen unanimously by the future partners or appointed by the court (art. 94). Partners may unanimously skip the report if the estimated value does not exceed 25% of capital (art. 94, paragraph I). If no comisario acts, or a different value is used, the founders and contributors are jointly liable to the company and third parties for that value for two years (art. 94, paragraph II).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 94, 2011-02-08 official text · verified 2026-10-30

5. The number of partners may not exceed 50. A company that goes over has two years to regularize or transform, or it can be dissolved at the request of anyone with a legitimate interest (art. 93). If all quotas end up with one person through a transfer, that person has at most six months to regularize or transform (art. 138, paragraph II).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 93 and art. 138, 2011-02-08 official text · verified 2026-10-30

6. Transfers between partners are free unless the bylaws say otherwise, and quotas pass freely by inheritance and between ascendants and descendants (art. 96 and art. 97). A sale to an outsider needs consent from partners holding at least three quarters of the quotas: the seller gives written notice, the manager calls a vote within eight days, and silence for 15 days from notice counts as approval. If consent is refused the partners must buy or find a buyer within three months at the agreed or expert price. The bylaws may shorten the deadlines or raise the majority (art. 97). A transfer binds the company once deposited at the registered office and binds third parties once registered in the Registro Mercantil (art. 99).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 96, art. 97 and art. 99, 2011-02-08 official text · verified 2026-10-30

7. Managers (gerentes) must be natural persons, may or may not be partners, and serve for the term in the bylaws, up to six years (art. 100). Limits on their powers do not bind third parties (art. 101). Their appointment binds third parties only once registered (art. 102), and the minutes must be filed within 30 days (art. 30). Partners holding more than half the quotas can remove a manager; removal without just cause can lead to damages (art. 109).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 30, art. 100 to art. 102 and art. 109, 2011-02-08 official text · verified 2026-10-30

8. Any agreement between the company and a manager, partner or comisario needs prior approval by the partners, and the interested person cannot vote (art. 103). Loans, overdrafts or guarantees to managers or partners are prohibited once the total exceeds 15% of net equity; the ban extends to spouses, ascendants, descendants and legal representatives of corporate partners (art. 104).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 103 and art. 104, 2011-02-08 official text · verified 2026-10-30

9. The annual meeting must approve the management report and accounts within 120 days of year end (art. 110), on at least 15 days notice unless all partners attend (art. 110, paragraph II). Ordinary decisions need partners holding more than half the quotas; if that is not reached and the bylaws do not say otherwise, a second call decides by majority of votes cast (art. 115). Bylaws may allow written consultation except for matters reserved to the annual meeting (art. 111), and remote meetings are valid if every partner takes part (art. 111, paragraphs I and II).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 110, art. 111 and art. 115, 2011-02-08 official text · verified 2026-10-30

10. At least 5% of net profit goes to a legal reserve until it reaches 10% of capital (art. 47). No distribution is allowed if equity would fall below paid in capital plus undistributable reserves (art. 44, paragraph II). A comisario de cuentas is optional, but partners holding one tenth of capital can ask a court to appoint one (art. 130). If losses take equity below half of capital, partners must decide on dissolution within four months of approving the accounts (art. 139).Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 44, art. 47, art. 130 and art. 139, 2011-02-08 official text · verified 2026-10-30

11. The S.R.L. pays the tax on incorporation at the Dirección General de Impuestos Internos: 1% of authorized capital, never less than RD$1,000 (art. 10 of Ley 173-07, restating art. 9 of Ley 1041). The chamber will not register without the receipt, and the S.R.L. requirements list it. The tax on incorporation and on capital increases is repealed from 2027.
Cost to do it: On capital of RD$100,000 or less the tax is the RD$1,000 floor (about US$16.42). On RD$500,000 it is RD$5,000 (about US$82.10).Ley 173-07, art. 10, repealed from 2027 by Ley 30-26, art. 58, Ley 173-07 art. 10; Ley 30-26 art. 58, 2026-06-18 official text · verified 2026-10-30 · changed: Ley 30-26 of 18 June 2026, art. 58, repeals from 2027 the 1% tax on incorporation and capital increases. Its paragraph says in kind contributions will bear the transfer taxes for the type of asset contributed.

Worked example

A foreign parent and a local partner form an S.R.L. in November 2026 with RD$500,000 of cash capital (about US$8,210.09) in Santo Domingo. They pay RD$5,000 of tax (about US$82.10) and RD$5,000 to the chamber (about US$82.10), plus RD$50 per document to the Colegio de Abogados. If they wait until 2027 the RD$5,000 tax falls away, while the chamber fee stays.

Step by step

Agree partners, quotas, manager, year end and object; file an ONAPI name check if you want the name protected.
Sign the bylaws (private or notarial deed) and any in kind report.
Deposit cash within eight days in the blocked account.
Pay the DGII tax if forming in 2026.
File at the chamber of the registered domicile within one month of signing (art. 15).
Apply for the RNC with form RC-02 and Annex D on beneficial owners.
Unblock the cash after registration and open the operating account.

Common traps

An older summary or the DGII annotated copy of Ley 479-08 may still show the RD$100,000 minimum; that copy predates Ley 68-19.
A single owner cannot form an S.R.L.: art. 89 needs two persons, so foreign groups usually use a second group company as partner.
Managers must be natural persons, so a parent company cannot itself be manager (art. 100).
Keep loans to partners under 15% of net equity in total; the cap covers guarantees and overdrafts too (art. 104).
From 2027 an in kind contribution avoids the 1% tax but can trigger transfer tax on the asset (Ley 30-26 art. 58 paragraph).

Sources

← 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 costSociedad 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 →

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