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Liability of directors, liquidators and shareholders after exit

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

Directors, 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 shareholders of a liquidated company answer for tax in proportion to what they received. Knowing failures in a liquidation can lead to fines and prison, and a court can pierce the company's personality in cases of fraud.

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

Limit on claims against liquidators	2 yearsLey 479-08 art. 420 and 240, as of 2026-10-30 · in force
Limit on claims against non liquidator partners	2 yearsLey 479-08 art. 421, as of 2026-10-30 · in force

The rule

1. Presidents, vice presidents, directors, managers, administrators and representatives of legal entities are jointly liable for the entity's tax.Ley 11-92, Código Tributario, art. 11 literal b, 1992-05-16 official text · verified 2026-10-30

2. Liquidators of companies in liquidation are jointly liable. Partners are too in the liquidation or de facto end of partnerships and de facto or participation companies.Ley 11-92, Código Tributario, art. 11 literals e and f, 1992-05-16 official text · verified 2026-10-30

3. Acquirers of companies, including partners and shareholders of liquidated companies and acquirers of their assets and liabilities, answer in proportion. The liability of administrators, liquidators, representatives and acquirers is limited to the value of the assets they administer or receive, unless they acted with fraud, in which case they answer with their own assets for the whole debt.Ley 11-92, Código Tributario, art. 11 literal k, 1992-05-16 official text · verified 2026-10-30

4. The final DGII closure needs a joint and several guarantor from the art. 11 group, or an insurer bond, covering any tax that arises after deregistration.Norma General 04-2021 sobre el Registro Nacional de Contribuyentes, art. 29 literal b, 2021-06-07 official text · verified 2026-10-30

5. The liquidator answers to the company and third parties for harm caused by faults in the role. The action lapses as for administrators: two years from the act or, if concealed, from its discovery. Crimes follow the Código Procesal Penal.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 420 and art. 240, 2011-02-08 official text · verified 2026-10-30

6. All actions against partners who were not liquidators lapse two years after registration of the meeting deciding the dissolution.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 421, 2011-02-08 official text · verified 2026-10-30

7. The company's personality can be set aside when it is used in fraud of law, to breach public order, or in fraud of partners or third parties. Clear proof is needed.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 12, 2011-02-08 official text · verified 2026-10-30

8. A liquidator who knowingly fails to publish and file within a month, or fails to call the final meeting or file accounts, 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. 506, 2011-02-08 official text · verified 2026-10-30

9. Under arts. 422 to 439, the same penalties apply for not reporting within six months, no yearly accounts, staying in post after the mandate ends, or not depositing funds in a liquidation account within 15 days of the decision to distribute, or unclaimed sums within a year of closing.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 507, 2011-02-08 official text · verified 2026-10-30

10. Intentional misuse of company assets, or asset sales against arts. 414 to 416, carries up to three years in prison and a fine of up to 60 salaries.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 508, 2011-02-08 official text · verified 2026-10-30

11. Dividends can be clawed back if paid in breach of the law and the recipients knew it was irregular.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 48, 2011-02-08 official text · verified 2026-10-30

12. Under Ley 141-15, paying old debts or disposing of assets without authorization after a restructuring request can mean up to two years in prison and a fine of up to 125 minimum salaries. Hiding assets of the debtor can mean up to three years and 250 to 1,000 minimum salaries.Ley 141-15 de Reestructuración y Liquidación de Empresas y Personas Físicas Comerciantes, art. 221 and paragraph I, 2015-08-07 official text · verified 2026-10-30

13. Administrators, in law or in fact, can be made to bear all or part of the liabilities where the law provides.Ley 141-15 de Reestructuración y Liquidación de Empresas y Personas Físicas Comerciantes, art. 158, 2015-08-07 official text · verified 2026-10-30

Worked example

A shareholder received RD$6,090,070 (about US$100,000.00) in a liquidation. DGII later assesses RD$9,135,105 (about US$150,000.00) on an open year. The shareholder's exposure under art. 11 literal k is capped at RD$6,090,070 (about US$100,000.00) unless it acted with fraud. A guarantor who signed the closure statement has a separate undertaking, with its reach set by the document signed.

Step by step

Name a liquidator who can meet the art. 413 and art. 431 dates.
Keep a file of publications, accounts and minutes.
Hold back a reserve for tax until the open years pass.
Pay creditors in full before paying owners.
Negotiate the guarantor's indemnity from the parent.

Common traps

Three years is the general limit for tax actions, so a guarantor's exposure outlasts the company.
Art. 240 says no shareholder resolution can extinguish a liability action against administrators for a fault in office, so a discharge at the final meeting has limits.
Art. 53 literal f of the Tax Code tells the migration authority not to authorize the departure of people investigated for tax fraud.

Sources

← Mergers, spin offs and tax neutral group reorganizationsJudicial liquidation of an insolvent company →

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