Countries › Dominican Republic › Guide › 15. Exiting › Selling assets or a business as a going concern

Selling assets or a business as a going concern

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

In 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, and both employers answer for past debts until claims lapse. A buyer of a business answers for unassessed taxes unless it told DGII at least 15 days before the deal, and then only for three months.

USD figures use the Banco Central de la República Dominicana reference selling rate of RD$60.9007 per US dollar for 29 October 2026, the latest row in its published rate file on the verification date, rounded to the cent.

Key facts

ITBIS standard rate	18 %Código Tributario art. 341 and 345, as of 2026-10-30 · in force
Real estate transfer tax	3 %Ley 173-07 art. 7, as of 2026-10-30 · in force
Vehicle transfer tax	2 %Ley 173-07 art. 9, as of 2026-10-30 · in force
Buyer notice to DGII before the deal	15 daysCódigo Tributario art. 11 literal k, as of 2026-10-30 · in force

The rule

1. Depreciable assets are not capital assets. Categories 2 and 3 sit in pooled accounts, and when a pool empties, the difference between the capital account and what was received is income or a loss for the year. Category 1 buildings have separate accounts.Ley 11-92, Código Tributario, as amended by Ley 30-26, art. 287 literal e, art. 289 literal e, 2026-06-18 official text · verified 2026-10-30

2. Non depreciable capital assets produce a gain equal to price less adjusted cost, included in company income at the art. 297 rate.Ley 11-92, Código Tributario, art. 289, 1992-05-16 official text · verified 2026-10-30

3. ITBIS applies to the transfer of industrialized goods, new or used, by those transferring goods in their industrial, commercial or similar activities. DGII lists the rate at 18%.Ley 11-92, Código Tributario, art. 336 no. 2 and art. 337, 1992-05-16 official text · verified 2026-10-30

4. DGII's ITBIS form has separate lines for taxed sales of Category 2 and 3 depreciable assets.DGII ITBIS page, Rate, 2026-10-30 official text · verified 2026-10-30

5. Real estate transfers pay a unified 3% tax, and vehicle transfers a unified 2% ad valorem tax.Ley 173-07, amending Ley 288-04 art. 20, art. 7 and art. 9, 2007-07-17 official text · verified 2026-10-30

6. Acquirers of establishments, companies and entities answer in proportion for tax debts. Liability for undetermined tax ends three months after the transfer if the buyer told DGII at least 15 days beforehand, or whenever DGII accepts that the seller is solvent. It is limited to the value of the assets received, unless there is fraud.Ley 11-92, Código Tributario, art. 11 literal k, 1992-05-16 official text · verified 2026-10-30

7. A sale of a business counts as cesación de negocios, and the selling business files within 60 days.Ley 11-92, Código Tributario, art. 325, 1992-05-16 official text · verified 2026-10-30

8. Transfers of assets from one company to another mean a final return within 60 days for the company that disappears, and DGII can block the transfer if that company is under audit, in dispute or in debt.Decreto 139-98, Reglamento del Título II, art. 96, 1998 official text · verified 2026-10-30

9. An S.A.'s sale of all its fixed assets or liabilities is for the extraordinary meeting. In liquidation a global sale needs the majority for statute changes and follows merger rules.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 189 literal e; art. 416, 2011-02-08 official text · verified 2026-10-30

10. Dissolution does not end contracts, and a judge can authorize assignment to a transferee who gives guarantees.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 409-1, 2011-02-08 official text · verified 2026-10-30

11. Transfer of a company, branch or unit passes all rights and duties under employment contracts to the buyer, including pending suits, and never ends acquired rights. The new employer is jointly liable with the old one until claims lapse. The sale must be notified to the union, workers and labor authority within 72 hours, or both are jointly liable.Ley 16-92, Código de Trabajo, art. 63, art. 64 and art. 65, 1992-05-29 official text · verified 2026-10-30

12. Sales between companies in one economic group can be tax neutral with DGII approval, including ITBIS and real estate transfer tax if both are Dominican. See the reorganization page.Norma General 01-2022 sobre Reorganización de Sociedades, art. 6, art. 7 and art. 12, 2022-01-04 official text · verified 2026-10-30

13. Cash above RD$1,000,000 for real estate, RD$500,000 for vehicles and RD$250,000 for shares is banned.Ley 155-17 contra el Lavado de Activos, art. 64 literals a, b and f, 2017-06-01 official text · verified 2026-10-30

Point	Share sale	Asset sale
Who pays income tax	Seller of shares	Selling company, then 10% when profit is paid out
ITBIS	None on the shares	On movable goods
Transfer tax	None on real estate held inside	3% real estate, 2% vehicles
Employees	Stay with the same employer	Move to buyer with joint liability
Tax history	Stays in the company	Limited buyer exposure if notified

Share sale or asset sale

Worked example

A company sells for RD$36,540,420 (about US$600,000.00): land with adjusted cost RD$6,090,070 (about US$100,000.00) at RD$18,270,210 (about US$300,000.00), machinery at RD$12,180,140 (about US$200,000.00) and inventory at RD$6,090,070 (about US$100,000.00). Land gain of RD$12,180,140 (about US$200,000.00) is taxed at 27%, RD$3,288,637.80 (about US$54,000.00). ITBIS on machinery and inventory at 18% is RD$3,288,637.80 (about US$54,000.00), paid by the buyer and creditable if it has taxed sales. Transfer tax at 3% of the land value is RD$548,106.30 (about US$9,000.00). The machinery result depends on its depreciation pool.

Step by step

Choose asset or share form with both tax columns in hand.
Have the buyer notify DGII at least 15 days before closing.
List contracts, licences and registrations that need consent or re-issue.
Issue fiscal invoices and report the sale.
Notify staff, union and labor authority within 72 hours after closing.
File the final return within 60 days if the seller stops trading.

Common traps

DGII help answers disagree on whether Category 2 and 3 sales produce a capital gain. The Code text points to income when the pool is empty, not a capital gain.
Paying severance and rehiring through the buyer can look like the fraud art. 96 of the labor code targets.
The 15 day notice is the buyer's, and it only protects against undetermined tax.
Ley 30-26 ends the 2% tax on other real estate operations by 2028, but that is not the 3% tax on transfers.

Sources

← Selling the foreign holding company: indirect transfersReturning capital: capital reductions and buybacks →

Get rule changes weekly

Free. One email a week from The LatAm Thread.

One more step after you press the button: we take you to Substack, where your email is already filled in. Confirm there to start. No spam, unsubscribe anytime, we never share your address. By subscribing you agree to the privacy policy.