Countries › Dominican Republic › Guide › 15. Exiting › Selling the foreign holding company: indirect transfers

Selling the foreign holding company: indirect transfers

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

Dominican 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 assets in the holding company's equity, and the Code has no minimum percentage. Group reorganizations abroad are caught too, and they must be notified within 10 working days.

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

Tax on a company seller's gain	27 %Código Tributario art. 289 paragraph I, 297, 305, as of 2026-10-30 · in force
Minimum stake sold for the rule to apply	None in the Code textCódigo Tributario art. 289 paragraph I, as of 2026-10-30 · in force
Minimum weight of local assets	None in the Code textCódigo Tributario art. 289 paragraph I, as of 2026-10-30 · in force
Notice of a reorganization abroad	10 working daysNorma General 01-2022 art. 17 paragraph, as of 2026-10-30 · in force

The rule

1. Goods or rights located, placed or used in the Dominican Republic are treated as sold when shares of the company that owns them are transferred and that company is formed outside the country. A sale means any transfer between living persons, for payment or free.Ley 11-92, Código Tributario, art. 289 paragraph I, 2006-12-28 official text · verified 2026-10-30

2. DGII estimates the sale value by reference to the sale price of the shares and the proportional value of those assets within the overall equity of the holding company.Ley 11-92, Código Tributario, art. 289 paragraph I, 2006-12-28 official text · verified 2026-10-30

3. When only foreign companies without a local permanent establishment reorganize, any transfer of goods, rights or assets located or used in the country counts as a sale, and the taxes of the Code apply.Norma General 01-2022 sobre Reorganización de Sociedades, art. 16, 2022-01-04 official text · verified 2026-10-30

4. Direct changes in the ownership of Dominican companies and indirect changes in the chain of ownership of Dominican companies, or of foreign companies with a local permanent establishment, resulting from a reorganization abroad are subject to capital gains tax under art. 289 paragraph I. DGII estimates the minimum sale value.Norma General 01-2022 sobre Reorganización de Sociedades, art. 17, 2022-01-04 official text · verified 2026-10-30

5. Those changes must be notified within 10 working days after the effective date of the reorganization abroad, in addition to the art. 50 literal e duty, with art. 257 penalties for failure.Norma General 01-2022 sobre Reorganización de Sociedades, art. 17 paragraph, 2022-01-04 official text · verified 2026-10-30

6. For non residents, DGII says a withholding agent is designated, and that the related indirect entity, or a resident buyer, withholds 100% of the tax.DGII help answer CA4240, Ley 11-92 art. 289 and 305, 2026-10-30 official text · verified 2026-10-30

7. Norma 07-2011 names legal persons that acquire shares or quotas. It says nothing about a foreign buyer with no local presence, which has no practical way to file.Norma General 07-2011, art. 1, 2011-07-08 official text · verified 2026-10-30

8. The Spain treaty lets the Dominican Republic tax shares deriving over 40% of value, directly or indirectly, from Dominican real estate, and otherwise leaves gains on shares to the seller's residence state.Spain treaty of 16 November 2011, art. 14 paragraphs 3 and 5, 2014-07-25 official text · verified 2026-10-30

Worked example

A Panamanian holding sells for RD$121,801,400 (about US$2,000,000.00). Its equity is RD$121,801,400 (about US$2,000,000.00), of which the Dominican subsidiary is worth RD$60,900,700 (about US$1,000,000.00), or 50%. DGII would estimate a Dominican sale value of RD$60,900,700 (about US$1,000,000.00). If adjusted cost for that part is RD$30,450,350 (about US$500,000.00), the gain is RD$30,450,350 (about US$500,000.00) and tax at 27% is RD$8,221,594.50 (about US$135,000.00).

Step by step

Map every Dominican asset held below the company being sold.
Value them, and keep support, as DGII estimates the value otherwise.
Check treaty residence of the seller.
Agree a withholding agent and hold back the tax.
Notify DGII within 10 working days if the deal is part of a reorganization, and within 10 days of ownership changes.

Common traps

The Code sets no minimum stake or local value test, so a small local asset inside a large sale is in scope on the text.
The Dominican company can be drawn in as the related entity DGII looks to, even though it is not a party.
Art. 17 also reaches intra group moves abroad with no cash. There is no neutral treatment unless art. 18 applies, which needs a Dominican company to take part.
Listed parent shares traded on foreign exchanges are not carved out in the text.

Sources

← Selling shares or quotas of a Dominican companySelling assets or a business as a going concern →

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