Countries › Dominican Republic › Guide › 15. Exiting › Selling shares or quotas of a Dominican company

Selling shares or quotas of a Dominican company

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

A seller pays 27% on the gain if it is a company, or the personal scale of up to 25%, with a 27% top band from fiscal year 2027, if it is an individual, on the price less inflation adjusted cost. A company buyer withholds 1% of the price as an advance, and DGII says a non resident seller must be covered by a withholding agent for the full tax. S.R.L. quotas need three quarters of the partners to approve a sale to outsiders, and the buyer inherits the labor and tax history of the company.

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

Non resident company, tax on gain from unlisted shares	27 %Código Tributario art. 289, 297 and 305, as of 2026-10-30 · in force
Withholding by a company buyer on the price	1 %Norma General 07-2011 art. 1, as of 2026-10-30 · in force
S.R.L. quotas sold to a third party, approval	Three quarters of the quotas textLey 479-08 art. 97, as of 2026-10-30 · in force
Gain on registered shares in a public offering	Code rate; the 15% window ran three years from the 2021 law textLey 163-21 art. 7, as of 2026-10-30 · in force

The rule

1. The gain is the sale price less acquisition or production cost adjusted for inflation.Ley 11-92, Código Tributario, art. 289, 1992-05-16 official text · verified 2026-10-30

2. DGII lists capital gains at 27% for legal entities, national and foreign, and at 15%, 20% or 25% on the scale for individuals, national and foreign.DGII help answer CA810, Ley 11-92 art. 289, 296-1, 297 and 305, 2026-10-30 official text · verified 2026-10-30

3. From fiscal year 2027 the personal scale gains a fourth band: 27% on income above RD$4,800,000, on top of RD$1,048,250 for the lower bands. DGII's help answer still shows only the three lower rates.Ley 11-92, Código Tributario, as amended by Ley 30-26, art. 296, as rewritten by Ley 30-26 art. 10, 2026-06-18 official text · verified 2026-10-30

4. Companies that buy shares or quotas are withholding agents. They withhold 1% of the value paid to the seller, whether individual or company, national or foreign. It is a payment on account of the seller's capital gains tax, due by the 10th of the following month.Norma General 07-2011, art. 1 and paragraphs I to III, 2011-07-08 official text · verified 2026-10-30

5. A seller with papers showing no gain, or that 1% of the whole amount would cause a loss, can ask DGII to be released, at least 30 days before the withholding is due.Norma General 07-2011, art. 2 and paragraph I, 2011-07-08 official text · verified 2026-10-30

6. DGII states that non resident individuals and foreign companies pay through a designated withholding agent, and that the related indirect entity, or the buyer if resident, must withhold 100% of the tax generated. Unregistered sellers can give DGII the transaction documents and receive a determination of the tax.DGII help answer CA4240, Ley 11-92 art. 281, 289, 297 and 305, 2026-10-30 official text · verified 2026-10-30

7. The gain is declared in the annual return, IR-1 for individuals and IR-2 for companies.DGII help answer CA4240, Ley 11-92 art. 289, 2026-10-30 official text · verified 2026-10-30

8. Payments of Dominican source income to non residents are withheld at the art. 297 rate, as a sole and final payment, and gross amounts count as net unless the law sets a presumed income.Ley 11-92, Código Tributario, as amended by Ley 30-26, art. 305, 2026-06-18 official text · verified 2026-10-30

9. Transfer of S.R.L. quotas between partners is free unless the statutes limit it. A sale to a third party needs consent from partners holding at least three quarters of the quotas. The seller gives written notice of quotas, buyer, price and terms, the manager calls the meeting within eight days, and the company answers within 15 days of the notice, after which consent is deemed given.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 97 literals a and b, 2011-02-08 official text · verified 2026-10-30

10. If the company refuses, the partners must buy or have the quotas bought within three months at an agreed price, or at a price set by an expert.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 97 literal c, 2011-02-08 official text · verified 2026-10-30

11. The transfer is written, binds the company once an original is deposited at the registered office against a manager's certificate, and binds third parties once deposited and recorded at the Registro Mercantil.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 99 and paragraph, 2011-02-08 official text · verified 2026-10-30

12. If all quotas of an S.R.L. end up with one person, that person has up to six months to regularize or transform.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 138 paragraph II, 2011-02-08 official text · verified 2026-10-30

13. S.A. registered shares are recorded in a share register, and the company treats as holder only the person recorded there. The statutes may limit transfer, but not ban it.Ley 479-08, General de las Sociedades Comerciales y Empresas Individuales de Responsabilidad Limitada, as amended by Ley 31-11, art. 305 and art. 315, 2011-02-08 official text · verified 2026-10-30

14. The chamber asks for the meeting minutes or equivalent, and the sale contract, transfer declaration or secretary's certificate, carrying the Ley 91-83 stamp of RD$50 and the RD$50 Colegio de Abogados contribution.
Cost to do it: Modification fee by capital band, from RD$800 (about US$13.14) to RD$30,800 (about US$505.74), plus stamps of RD$50 (about US$0.82) each.Cámara de Comercio y Producción de Santo Domingo, S.A. and S.A.S. requirements, Cambio en la composición de accionistas, 2026-10-30 official text · verified 2026-10-30

15. Share transfers above RD$250,000 cannot be paid in cash. Notaries and registrars must see proof of the means of payment.Ley 155-17 contra el Lavado de Activos, art. 64 literal f, 2017-06-01 official text · verified 2026-10-30

16. Changes in shareholders are reported to DGII within 10 days.Norma General 04-2021 sobre el Registro Nacional de Contribuyentes, art. 15, 2021-06-07 official text · verified 2026-10-30

17. Ley 163-21 set 15% on gains from registered shares traded in a public offering for three years from the law taking effect, after which the Tax Code rate applies. The law dates from 10 August 2021, so the window ended about August 2024, and no extension was found. DGII help text still shows 15% with that three year condition.Ley 163-21, art. 7 and paragraph, 2021-08-10 official text · verified 2026-10-30

18. Under the Spain treaty, gains on shares deriving more than 40% of their value from Dominican real estate can be taxed here, and gains on other shares are taxed only in the seller's state of residence.Spain treaty of 16 November 2011, art. 14 paragraphs 3 and 5, 2014-07-25 official text · verified 2026-10-30

19. Under the Canada convention, gains on shares of a company whose property is mainly immovable property can be taxed where the property sits, and other gains only in the residence state, with a six year rule for former resident individuals.Canada convention of 6 August 1976, art. XIII, 1976-08-06 official text · verified 2026-10-30

20. A registered foreign seller reports the sale within 60 calendar days and hands in the certificate before repatriating. A foreign buyer has 60 calendar days to obtain a new certificate.Decreto 214-04, Reglamento de Aplicación del Registro de la Inversión Extranjera, art. 5 and paragraphs I and II, 2004-03-11 official text · verified 2026-10-30

Seller	Buyer	What applies
Resident company	Company	1% of price on account; gain in IR-2 at 27%
Resident individual	Company	1% of price on account; gain in IR-1 on the scale
Non resident	Resident	DGII says the buyer withholds 100% of the tax generated
Non resident	Non resident	DGII says the related indirect entity withholds; ask for a determination

Who withholds what on a share sale

Worked example

A foreign parent sells an S.R.L. to a resident company for RD$60,900,700 (about US$1,000,000.00). Adjusted cost is RD$24,360,280 (about US$400,000.00), so the gain is RD$36,540,420 (about US$600,000.00) and tax at 27% is RD$9,865,913.40 (about US$162,000.00). A 1% withholding would be RD$609,007 (about US$10,000.00), but on DGII's stated position for a non resident the buyer should hold back the full RD$9,865,913.40. With a Spanish seller and no real estate, art. 14 paragraph 5 would keep the gain out of Dominican tax, subject to DGII's review of the residence certificate.

Step by step

Gather cost evidence, including each capital contribution and the inflation factors.
Check statutes for transfer limits, and run the art. 97 notice if it is an S.R.L.
Agree in the contract who computes, withholds and files the tax, and hold back the price until that is done.
Sign, deposit at the company and record at the chamber.
Update DGII within 10 days, and the investment registry within 60 calendar days.

Common traps

The 1% norm and DGII's 100% answer on non residents point in different directions. Norma 07-2011 expressly names foreign sellers, while CA4240 was updated after Ley 30-26. Ask DGII for a written determination before closing.
DGII's CA4240 is a help answer, not a norm, so it does not bind in a dispute.
An individual buyer is not a withholding agent under Norma 07-2011, which covers companies only.
The S.R.L. chamber sheet refers to RD$400,000 for proof of payment, while the S.A. sheet and art. 64 use RD$250,000. Follow the lower figure.
Ley 42-08 has no merger filing, but a reform with prior merger control has been proposed, so check status at signing.
For a local company, a large gain counts in the year's income and may matter for the 30% test at RD$1,000 million.

Sources

← Closing down: ending employment and deregistering at TSSSelling the foreign holding company: indirect transfers →

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