Countries › Dominican Republic › Guide › 16. What is normal abroad but not here › No single shareholder company

No single shareholder company

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

Abroad a parent normally owns 100% of its subsidiary through one company; Dominican S.R.L., S.A. and S.A.S. all need two or more owners. The only one owner limited liability vehicle, the E.I.R.L., is open to natural persons and closed to companies. A foreign group therefore needs a second holder from day one, and if a company falls to one owner the law sets a short deadline to fix it.

Key facts

Single owner company for a corporate parent	No Ley 479-08 art. 89, 154, 369-1 and 450, as of 2026-10-30 · in force
Minimum owners in S.R.L., S.A. and S.A.S.	2 personsLey 479-08 art. 89, 154 and 369-1, as of 2026-10-30 · in force
Who can own an E.I.R.L.	One natural person Ley 479-08 art. 450, as of 2026-10-30 · in force
Time to cure a single owner S.R.L.	6 monthsLey 479-08 art. 138 paragraph II, as of 2026-10-30 · in force
Time to regularize an S.A. that stays as an S.A.S.	180 daysLey 479-08 art. 369-1 paragraph III, as of 2026-10-30 · in force

The rule

1. An S.R.L. is formed by two or more persons.Ley 479-08 as amended by Ley 31-11, art. 89, 2011-02-08 official text · verified 2026-10-30

2. An S.A. exists between two or more persons.Ley 479-08 de Sociedades Comerciales, art. 154, 2008-12-11 official text · verified 2026-10-30

3. An S.A.S. can be formed by two or more persons. If it ends up with one person, it must regularize.Ley 479-08 as amended by Ley 31-11, art. 369-1 and paragraph I, 2011-02-08 official text · verified 2026-10-30

4. If all quotas of an S.R.L. end up with one person through a transfer of any kind, that person has up to six months to regularize and keep the company type, or must transform it.
Cost to do it: Time limit of six months from the transfer.Ley 479-08 as amended by Ley 31-11, art. 138 paragraph II, 2011-02-08 official text · verified 2026-10-30

5. If all shares of an S.A. end up with one person through a transfer, the company can stay as an S.A.S. with a duty to regularize within 180 days. If the holder is a natural person, that person must transform or dissolve the company within 12 months.
Cost to do it: Time limits of 180 days and 12 months from the transfer.Ley 479-08 as amended by Ley 31-11, art. 369-1 paragraph III, 2011-02-08 official text · verified 2026-10-30

6. An E.I.R.L. belongs to one natural person, with assets separate from the owner. Legal persons cannot form or buy one.Ley 479-08 as amended by Ley 31-11, art. 450 and paragraph I, 2011-02-08 official text · verified 2026-10-30

Worked example

A foreign parent wants a wholly owned S.R.L. It holds 99 quotas and a group company holds 1. The texts of arts. 89, 154 and 369-1 set no minimum stake for the second holder.
A buyer acquires 100% of an S.A. from its two shareholders on 1 March. Unless a second holder comes in, the company must regularize as described above: 180 days as an S.A.S. if the buyer is a company.

Step by step

Pick the second holder before filing, normally a group company.
Prepare identity and corporate documents for both holders, since the registry and DGII will ask for them.
In a share purchase, plan the second holder at closing, not after.
Record the second holder in the register and in the beneficial ownership filing.
Choose a branch if the group truly wants a single legal entity, and compare the tax and liability result.

Common traps

Using an employee or a local nominee as second holder creates beneficial ownership and control questions. A group company is cleaner.
An S.R.L. caps at 50 partners, so the two owner rule is not its only head count limit.
An E.I.R.L. does not solve the problem for a corporate parent, because art. 450 bars legal persons.
The law does not spell out here what regularize means in detail, so document the step with the registry.

Sources

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