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Public offerings and listings in the Dominican Republic

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

Any public offer of securities needs Superintendencia del Mercado de Valores authorization, which has a 25 working day clock and a limited disclosure review. S.A.s can offer shares and debt; S.R.L.s and S.A.S.s only fixed income. A risk rating is required except for shares of listed companies, and a direct listing needs 25% in non professional hands.

USD figures use the Banco Central de la República Dominicana reference selling rate of RD$60.9007 per US dollar for 29 October 2026, rounded to the cent.

Key facts

Public offer requires regulator authorizationYes textLey 249-17 art. 48, as of 2026-10-30 · in force
Statutory review period25 working daysLey 249-17 art. 51, as of 2026-10-30 · in force
Non professional float for direct listing25 % of capitalR-CNMV-2019-24-MV art. 27, as of 2026-10-30 · in force
Minimum lock up when disclosed90 calendar daysR-CNMV-2019-24-MV art. 53, as of 2026-10-30 · in force
Foreign issuer may offer locallyYes: foreign S.A. or equivalent as issuer, or special foreign listing through a broker textLey 249-17 art. 46, 77, 78, as of 2026-10-30 · in force
Reference selling rate used for USD conversions60.9007 DOP per USDBanco Central reference rate, as of 2026-10-29 · in force

The rule

1. A public offer is any offer, direct or indirect, to the public or specific groups of it, through any medium, including email and social media, to subscribe or trade an undetermined number of securities. Raising funds from third parties in general outside the sector rules is presumed to be a public offer.Reglamento de Oferta Pública, R-CNMV-2019-24-MV (mod. R-CNMV-2022-16-MV), art. 4 and paragraphs I and III, 2019-10-15 official text · verified 2026-10-30
2. Not public offers: share offers to existing shareholders, general employee plans where staff have financial information, capitalization of past profits and bank change of shareholding processes.Reglamento de Oferta Pública, R-CNMV-2019-24-MV (mod. R-CNMV-2022-16-MV), art. 5, 2019-10-15 official text · verified 2026-10-30
3. Eligible issuers are S.A.s, S.R.L.s and S.A.S.s for fixed income only, financial entities, foreign S.A.s or equivalents, and differentiated issuers.Ley 249-17 del Mercado de Valores, art. 46, 2017-12-19 official text · verified 2026-10-30
4. Differentiated issuers are the Dominican Government and Banco Central, multilaterals of which the country is a member, and foreign governments and central banks under reciprocity. They are exempt from authorization, prospectus and rating, and only file to register.Ley 249-17 del Mercado de Valores, art. 3 numeral 10; art. 49, 2017-12-19 official text · verified 2026-10-30
5. The Superintendencia decides within 25 working days from complete filing. It has three working days to check completeness, and the clock stops once for corrections.Ley 249-17 del Mercado de Valores; R-CNMV-2019-24-MV, Ley art. 51; Reglamento art. 13, 2017-12-19 official text · verified 2026-10-30
6. If the regulator does not decide in time the law treats the filing as approved, and investors must be told it was automatic and unreviewed.Ley 249-17 del Mercado de Valores, art. 51 paragraph II, 2017-12-19 official text · verified 2026-10-30
7. Review is limited to checking information requirements, though the Superintendencia may reject filings it finds harmful to the system. Authorization is no opinion on the investment.Ley 249-17 del Mercado de Valores, art. 50 paragraph II; art. 53, 2017-12-19 official text · verified 2026-10-30
8. Those signing for the issuer swear the information is accurate and answer administratively, criminally and civilly, as do the board, the comisario, guarantors and structurers for fault in their part. The claim lapses after five years from knowledge of the information.Ley 249-17 del Mercado de Valores, art. 54 and art. 56, 2017-12-19 official text · verified 2026-10-30
9. Securities offered publicly must be dematerialized.Ley 249-17 del Mercado de Valores, art. 47, 2017-12-19 official text · verified 2026-10-30
10. A risk rating is mandatory at the issuer's cost, except for shares of listed companies. It is voluntary for fixed income sold only to institutional investors.Reglamento de Oferta Pública, R-CNMV-2019-24-MV (mod. R-CNMV-2022-16-MV), art. 32 and paragraphs I and II; Ley 249-17 art. 179, 2019-10-15 official text · verified 2026-10-30
11. Direct admission of existing shares to trading needs sufficient distribution: at least 25% of capital held by non professional investors.Reglamento de Oferta Pública, R-CNMV-2019-24-MV (mod. R-CNMV-2022-16-MV), art. 27 paragraph I, 2019-10-15 official text · verified 2026-10-30
12. Once a company is listed, all new shares from capital increases or conversions must be listed too.Reglamento de Oferta Pública, R-CNMV-2019-24-MV (mod. R-CNMV-2022-16-MV), art. 28, 2019-10-15 official text · verified 2026-10-30
13. Lock up restrictions on existing holders and insiders disclosed in the prospectus may not run for less than 90 calendar days.Reglamento de Oferta Pública, R-CNMV-2019-24-MV (mod. R-CNMV-2022-16-MV), art. 53, 2019-10-15 official text · verified 2026-10-30
14. An S.A. may register voluntarily without making a public offer.Ley 249-17 del Mercado de Valores, art. 37, 2017-12-19 official text · verified 2026-10-30
15. Foreign securities may trade in a special listing, promoted by a registered intermediary who must prove that admission requirements are met.Ley 249-17 del Mercado de Valores, art. 77 and art. 78, 2017-12-19 official text · verified 2026-10-30

Worked example

  • A company lists existing shares directly with capital of RD$1,000,000,000 (US$16,420,172.51): at least RD$250,000,000 (US$4,105,043.13) of it must already be with non professional investors.

Step by step

  1. Appoint a broker as structurer, an external auditor and a rating agency.
  2. Prepare the prospectus and board or shareholder approvals.
  3. File the request; the three day completeness check then the 25 working day clock apply.
  4. Answer any request within 15 working days.
  5. Sign the authentic act for dematerialized securities, publish the placement notice and place through a broker.
  6. Comply with ongoing disclosure once registered.

Common traps

  • Emailing an offer to a broad list can itself be a public offer. Consult the regulator first (art. 4 paragraph II).
  • Automatic approval on silence took effect only after the 24 month adjustment period (Transitorio Segundo of the law; ROP art. 107), and the regulator can still reverse it by administrative procedure, so treat it as a fallback and not a plan.
  • The regulation text here is the September 2022 consolidation. The regulator's list shows no later amendment to this regulation at verification, but fees changed by R-CNMV-2026-06-MV, so take current charges from that tariff.
  • Amounts in law are indexed annually.

Sources

Related pages

Related: Dominican Republic country profile · live dashboard · central bank and release calendar · our posts on X

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