Countries › Dominican Republic › Guide › 15. Exiting › Closing or selling an E.I.R.L.

Closing or selling an E.I.R.L.

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

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 publication to claim, and company creditors rank ahead of the owner's personal creditors. If assets fall below half of capital the owner has two months to decide on dissolution, and missing that step is an offence.

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

Creditor claim period after the liquidation notice	1 monthLey 479-08 art. 465, as of 2026-10-30 · in force
Owner decision after losses of half of capital	2 monthsLey 479-08 art. 466, as of 2026-10-30 · in force

The rule

1. The owner, or successors, can decide dissolution and liquidation before the term ends. They prepare an inventory and balance sheet, register the act at the Registro Mercantil and publish a liquidation notice in a national newspaper calling creditors to claim within one month of publication.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 465, 2011-02-08 official text · verified 2026-10-30

2. On liquidation, creditors of the company are paid ahead of the owner's creditors. A known creditor who does not come forward is paid by depositing the sum in a bank, and after two years from publication the claim lapses in favour of the owner.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 465 paragraphs I and II, 2011-02-08 official text · verified 2026-10-30

3. If losses take the company's own assets below half of capital, the owner must decide on early dissolution within two months of the accounts showing it. The act is registered and published. If the owner does nothing, any interested party can sue.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 466, 2011-02-08 official text · verified 2026-10-30

4. An owner who knowingly misses that step faces up to one year in prison or a fine of up to 40 salaries.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 512, 2011-02-08 official text · verified 2026-10-30

5. The owner loses limited liability if the promised capital was not paid in, or for breach of arts. 457, 461, 463 and 465, and creditors can then ask a court to dissolve and liquidate the company.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 462 paragraphs I and II, 2011-02-08 official text · verified 2026-10-30

6. An E.I.R.L. can be transferred. The transfer follows the formalities of arts. 452 and 453 and must attach audited financial statements cut at the transfer date, prepared by the seller and accepted by the buyer.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 463, 2011-02-08 official text · verified 2026-10-30

7. At death the company may be sold, liquidated or transformed by the heirs, allotted to one of them, or kept under an agreement among them with a named manager.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 464, 2011-02-08 official text · verified 2026-10-30

8. For a registry closure the chamber asks for the notarial act on the liquidation, a liquidation balance sheet signed by a public accountant, the liquidation inventory, and the newspaper notice certified by the editor.
Cost to do it: RD$5,000 (about US$82.10) plus RD$500 (about US$8.21) per document at the chamber, on the liquidation line of the fee schedule.Cámara de Comercio y Producción de Santo Domingo, E.I.R.L. requirements, section C, Cierre registral, 2026-10-30 official text · verified 2026-10-30

9. DGII asks for the sworn statement authorizing dissolution and liquidation stamped by the chamber, a notarial act on the dissolution, and a guarantee.DGII technical guide, Solicitud de Disolución o Cese Definitivo, Sociedades Comerciales, items 3, 5 and 6, 2026-10-30 official text · verified 2026-10-30

Worked example

An owner liquidates an E.I.R.L. holding RD$3,000,000 (about US$49,260.52) of cash, with a known supplier owed RD$200,000 (about US$3,284.03) who does not respond. The owner deposits that sum in a bank in the supplier's favour and can take the other RD$2,800,000 (about US$45,976.48), less taxes. Two years after the notice the deposit lapses in favour of the owner.

Step by step

Prepare inventory and balance sheet, with an accountant signing the balance sheet.
Sign the notarial act and register it at the chamber.
Publish the notice and wait the one month claim period.
Pay creditors, deposit unclaimed sums, close taxes and TSS.
Close at DGII with the final return and guarantee.

Common traps

DGII neutral reorganization treatment for an E.I.R.L. is limited to sales or transfers within an economic group, so a merger route gives no tax neutrality. See the reorganization page.
A sale needs audited accounts at the transfer date even for a small company, which can be the main cost.
Taking cash out before creditors are paid breaks art. 461 and can cost the owner limited liability.

Sources

← Dissolving and liquidating an S.R.L., S.A. or S.A.S.Closing the branch of a foreign company →

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.