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15. Exiting: Dominican Republic

Exiting the Dominican Republic: selling shares or a foreign holding, selling assets, dissolving and liquidating each company type, closing a branch, closing with DGII and TSS, ending employment, returning capital, final payouts, tax neutral reorganizations, liability after exit, judicial liquidation and leaving a free zone, each tied to the official text. There is no income tax treaty with Argentina; the Argentine side is covered in The Argentine Thread guide.

Investor view. A registered investor can take capital and gains home without prior approval once taxes are paid, and a cleaner exit path, with one clear DGII rule on non resident share sales, would make it easier to invest in the first place.

• Exiting the Dominican Republic: sale, liquidation and getting the money outA foreign owner can leave by selling the shares, selling the business, or dissolving and liquidating, and a registered investor can take the proceeds home without prior authorization once taxes are pa
• Dissolving and liquidating an S.R.L., S.A. or S.A.S.An extraordinary meeting dissolves the company and names a liquidator, and from that day the name carries the words Sociedad en Liquidación. The liquidator publishes within a month, sells the assets,
• Closing or selling an E.I.R.L.The owner can decide alone to dissolve and liquidate, by filing an act and inventory at the Registro Mercantil and calling creditors through a newspaper notice. Creditors get one month from publicatio
• Closing the branch of a foreign companyA branch has no separate legal person, so its closure is decided by the head office under its home law and then cancelled at the Registro Mercantil. It must clear its taxes, file a final return and wi
• Closing with DGII: final return, guarantor and RNC deregistrationDGII closes the file only after the chamber process, with taxes up to date, a final income tax return and the asset tax paid in one installment. A guarantor, or an insurer's bond, must stand behind an
• Dormant companies, temporary closure and suspended RNCsA taxpayer can ask for a temporary closure of up to three years, after filing a return marked Cese, and stops filing most returns during that time. Silence is not an exit: DGII suspends an RNC after 2
• Closing down: ending employment and deregistering at TSSA closing employer normally ends contracts by notice and pays cesantía of up to 23 days a year, or pays a day of salary for each day it is late. If a closure comes from lack of resources or unprofitab
• Selling shares or quotas of a Dominican companyA seller pays 27% on the gain if it is a company, or the personal scale of up to 25%, with a 27% top band from fiscal year 2027, if it is an individual, on the price less inflation adjusted cost. A co
• Selling the foreign holding company: indirect transfersDominican assets count as sold when shares of a company formed abroad that owns them change hands, whatever the size of the stake. DGII estimates the value from the share price and the weight of those
• Selling assets or a business as a going concernIn an asset sale the company pays income tax on the gains, ITBIS at 18% on movable goods, and transfer taxes of 3% on real estate and 2% on vehicles. Employees move to the buyer with their seniority,
• Returning capital: capital reductions and buybacksAn extraordinary meeting can cut capital, the decision is published within 10 days, and creditors then have 10 days to object before anything is paid. S.R.L. partners who get capital back stay liable
• Final dividends and liquidation payoutsA liquidator repays contributions first, and that part is not a dividend for tax. What is paid above contributions falls under the 10% final withholding, and the company reports it by the 10th of the
• Mergers, spin offs and tax neutral group reorganizationsA merger dissolves the absorbed company without a liquidation, and with DGII approval the deal escapes income tax, ITBIS and selective tax. DGII answers within 45 working days, on conditions tested af
• Liability of directors, liquidators and shareholders after exitDirectors, managers and liquidators are jointly liable for company taxes, limited to the assets they handle unless they acted with fraud. Liquidators answer for their faults for two years, and shareho
• Judicial liquidation of an insolvent companyUnder Ley 141-15 a debtor can ask for liquidation at any time, and a court names a liquidator within three working days who takes over from the company. Unpaid staff are paid first, by court order wit
• Leaving a free zone: closure, sale and asset removalA free zone company must tell the Consejo Nacional de Zonas Francas three months before it ends operations. A company that does not give notice cannot take out its assets, and if they stay six months

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