Countries › Dominican Republic › Guide › 16. What is normal abroad but not here › The comisario de cuentas

The comisario de cuentas

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

Abroad a closely held subsidiary often has no statutory auditor; every Dominican S.A. must have at least one comisario de cuentas who reports to the shareholders. A comisario is a natural person with a degree and three years of experience, serves for two financial years and cannot be a founder, director, relative or paid employee. Meetings held without a validly appointed comisario can be void; S.R.L. and S.A.S. companies choose whether to have one.

Key facts

Comisario de cuentas required in an S.A.	Yes Ley 479-08 art. 241, as of 2026-10-30 · in force
Term of a comisario	2 financial yearsLey 479-08 art. 248, as of 2026-10-30 · in force
Minimum professional experience	3 yearsLey 479-08 art. 242, as of 2026-10-30 · in force
Comisario de cuentas required in an S.R.L.	No, optional Ley 479-08 art. 130, as of 2026-10-30 · in force

The rule

1. Each S.A. is supervised by one or more comisarios de cuentas, who are natural persons appointed by the general meeting.Ley 479-08 de Sociedades Comerciales, art. 241, 2008-12-11 official text · verified 2026-10-30

2. Comisarios and alternates need a degree in accounting, business administration, finance or economics and at least three years of professional experience.Ley 479-08 as amended by Ley 31-11, art. 242, 2011-02-08 official text · verified 2026-10-30

3. Barred are founders, in kind contributors, those with special benefits, directors of the company or its subsidiaries and relatives to the fourth degree, directors of a company holding a tenth of the capital or of a company of which it holds that share, and anyone paid by the company for a permanent activity other than the comisario role.Ley 479-08 as amended by Ley 31-11, art. 243, 2011-02-08 official text · verified 2026-10-30

4. A comisario cannot become a director of the company or its subsidiaries until two years after leaving the post.Ley 479-08 as amended by Ley 31-11, art. 244, 2011-02-08 official text · verified 2026-10-30

5. Comisarios are appointed for two financial years. If the meeting does not elect one, any shareholder can ask the first instance judge to appoint one.Ley 479-08 as amended by Ley 31-11, art. 248 and paragraph II, 2011-02-08 official text · verified 2026-10-30

6. Resolutions of the general meeting taken without a regular appointment, or on a report by a comisario appointed against arts. 242 and 243, are void. Confirmation by a later meeting that hears a report from a proper comisario ends the action.Ley 479-08 de Sociedades Comerciales, art. 246, 2008-12-11 official text · verified 2026-10-30

7. Comisarios can check everything they see fit and must get the annual management report 30 days before it goes to the ordinary meeting. They give the meeting a written, reasoned report on the financial position.Ley 479-08 as amended by Ley 31-11, art. 252 paragraph I; art. 253, 2011-02-08 official text · verified 2026-10-30

8. In an S.R.L. the meeting may appoint a comisario, and partners holding at least a tenth of the capital can always ask for one in summary proceedings. In an S.A.S. the bylaws decide.Ley 479-08 as amended by Ley 31-11, art. 130 and paragraph I; art. 369-8, 2011-02-08 official text · verified 2026-10-30

Worked example

A foreign group forms an S.A. and proposes its regional finance manager as comisario. If that manager is paid by the S.A., or sits on its board, art. 243 bars the appointment, and accounts approved on that report are exposed under art. 246.

Step by step

Name the first comisario in the bylaws or at the formation meeting.
Choose an outside professional who meets arts. 242 and 243.
Send the management report at least 30 days before the meeting.
Diarize the end of the two year term so the annual meeting can renew it.
Do not treat the comisario as the external auditor: art. 33 sets a separate audit test.

Common traps

A group employee paid by a shareholder holding a tenth or more of the capital may also be caught by art. 243.
A comisario is not the same as a comisario de aportes, who values in kind contributions.
Annual meetings filed at the registry cover the comisario report under Ley 3-02 art. 13, so a gap also affects filings.
No official fee scale for comisarios was found. Their pay is agreed, so budget it as a professional fee.

Sources

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