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Final dividends and liquidation payouts

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

A 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 next month. Foreign currency can be bought through a bank with no limit, once the tax is paid and the certificate goes back to the registry.

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

Payout above contributionsDividend, 10% final withholding textCódigo Tributario art. 291 and 308, as of 2026-10-30 · in force
Tax free on liquidationUp to the amount of contributions textCódigo Tributario art. 291, as of 2026-10-30 · in force
Withholding on dividends to non residents10 %Código Tributario art. 308, as of 2026-10-30 · in force

The rule

1. Distributions to shareholders up to the amount of their contributions, made because of the liquidation of the company, are not dividends.Ley 11-92, Código Tributario, art. 291, 1992-05-16 official text · verified 2026-10-30
2. Anyone paying or crediting dividends, or distributing Dominican source profits in any other way, to residents or non residents, withholds 10% as a sole and final payment. DGII can define by norm the forms of distribution other than dividends.Ley 11-92, Código Tributario, art. 308, 2012-11-09 official text · verified 2026-10-30
3. A company that owns shares in another company excludes the net dividend from income and records it in a dividend account. Later dividends from that account, up to its balance, are free of withholding.Ley 11-92, Código Tributario, art. 308 paragraph I, 2012-11-09 official text · verified 2026-10-30
4. Rules on withholding apply to free zone companies only if a DR-CAFTA country has approved a tax of the same nature on similar regimes.Ley 11-92, Código Tributario, art. 308 paragraph III, 2012-11-09 official text · verified 2026-10-30
5. After nominal value is repaid, the remaining equity is split in proportion to holdings, unless the statutes say otherwise.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 437, 2011-02-08 official text · verified 2026-10-30
6. The liquidator can pay creditors and share out the available balance. Creditors must come first.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 432 paragraph and art. 412 literal g, 2011-02-08 official text · verified 2026-10-30
7. Dividends come from accumulated profits shown in audited statements, and each year 5% of net profit goes to the legal reserve until it reaches 10% of capital.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 44 and art. 47, 2011-02-08 official text · verified 2026-10-30
8. DGII requires vehicles, real estate and shares held by the company to be liquidated and shown in the liquidator report.DGII service sheet 57, Requisito 10, 2026-10-30 official text · verified 2026-10-30
9. Sales of foreign currency for remittances of registered investors need no Banco Central approval and have no limit on amount, and the bank asks for the certificate or the registry's receipt.Decreto 214-04, Reglamento de Aplicación del Registro de la Inversión Extranjera, art. 7 and paragraph I, 2004-03-11 official text · verified 2026-10-30
10. A 0.2% tax applies to checks and electronic transfers paid by financial institutions.Ley 11-92, Código Tributario, as amended by Ley 30-26, art. 382, 2026-06-18 official text · verified 2026-10-30

Worked example

  • A company ends liquidation with net cash of RD$60,900,700 (about US$1,000,000.00). Contributions were RD$12,180,140 (about US$200,000.00). The first RD$12,180,140 goes back free of withholding. The other RD$48,720,560 (about US$800,000.00) is a dividend with RD$4,872,056 (about US$80,000.00) withheld, so the parent gets RD$56,028,644 (about US$920,000.00). A US$100 slice above contributions nets US$90.

Step by step

  1. Reconcile contributions to the registry certificate and the books.
  2. Pay creditors and taxes.
  3. Approve the distribution, then publish it within a month of the accounts.
  4. Withhold and file on form IR-17 by the 10th of the following month.
  5. Hand in the certificate, then buy and remit the currency.

Common traps

  • Share premium and capitalized profits are not separately addressed in art. 291. Support the contribution figure with records.
  • A capital account in pesos may be worth less in dollars than the registered figure, and the tax test uses the contribution amount.
  • A company with accumulated profits should expect DGII to look for the 10% on those profits before closing.
  • Spain's treaty cap at 10% adds nothing to the domestic rate, except the 75% clause, which should be cleared with DGII. Argentina has no treaty.

Sources

Related pages

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