DOMINICAN REPUBLIC Law and Practice Contributed by: Sarah de León Perelló, Elizabeth Silfa Micheli and Naomi Rodríguez Manzueta, Headrick Rizik Álvarez & Fernández
2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance In the Dominican Republic, the registration of a foreign investment is done before the One-Stop Investment Window ( Ventanilla Única de Inversión ‒ VUI) of the CEI-RD. Foreign investors investing without registra - tion would not benefit from the incentives offered by the Law. Failure to register is not subject to sanctions. In order to register an investment, a foreign investor must submit an application and other required formali - ties to the CEI-RD within 180 calendar days from the date on which the investment is made. The CEI-RD is required to evaluate the application and, if the reg - istration requirements are met, issue the correspond - ing certificate of registration within 15 business days. However, in practice, this process is often longer, as the review and evaluation of the application are very rigorous. 2.3 Commitments Required From Foreign Investors The applicable legal framework does not condition the approval of an application to register an investment to certain commitments. However, in order to benefit from the Investment Residency Permit Programme, a minimum investment of USD200,000, its equivalent in Dominican pesos, or any other currency accepted by the Central Bank of the Dominican Republic, must be made in the Dominican Republic to the share capital of a newly incorporated or existing company. 2.4 Right to Appeal An investor may challenge the decision not to author - ise an investment. Any administrative acts may be appealed before the bodies that issued them (by way of a reconsideration request), or before the entity which is hierarchically superior to the issuing body, within the 30 days of the notice of the decision subject to the appeal. The applicant may also appeal before the Superior Administrative Court within the afore - mentioned 30 days. In the event that an application is rejected, if the appli - cant decides to submit a reconsideration request before the CEI-RD, or, where applicable, before the hierarchically superior entity, the applicant may sub - sequently withdraw their reconsideration request and
instead file an appeal before the Superior Administra - tive Court.
3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity Main Corporate Vehicles for Doing Business in the Dominican Republic The most common types of corporate vehicles used in the Dominican Republic for doing business with limited liability are: • stock corporations ( sociedades anónimas or S.A.s); • simplified stock corporations ( sociedades anóni- mas simplificadas or S.A.S.s), which are a sub-type of corporations; and • limited liability companies ( sociedades de respon- sabilidad limitada or S.R.L.s). These corporate vehicles may be incorporated with a minimum of two shareholders, which can be legal or natural persons, domestic or foreign. S.R.L.s S.R.L.s were conceived as corporate vehicles suit - able for medium and small businesses. It is a hybrid between a partnership and a corporation. The capital for S.R.L.s is formed by non-negotiable shares, and a restriction on the entry of new shareholders is one of its principal features. S.R.L.s use the concept of a limited liability company by separating the personal assets of its members from those of the company. S.R.L.s may be managed by one manager ( gerente ), two managers or a board of managers acting as a collegiate body, who may or may not be shareholders, who may be individuals, domestic or foreign. The minimum capital requirement for an S.R.L. is DOP200, since Law No 479-08 on Commercial Com - panies and Sole Proprietorships with Limited Liability (“Law No 479-08”), as amended, requires a minimum of two shareholders and a minimum value per share of RDD100 each.
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