DOMINICAN REPUBLIC Law and Practice Contributed by: Sarah de León Perelló, Elizabeth Silfa Micheli and Naomi Rodríguez Manzueta, Headrick Rizik Álvarez & Fernández
In order to register an investment, a foreign investor must submit an application and other required formalities to the CEI-RD within 180 cal - endar days from the date on which the invest - ment is made. The CEI-RD is to evaluate the application and, if the registration qualifies, issue the corresponding certificate of registration with - in 15 business days. However, in practice, this is a lengthier process, as the review and evaluation of the application is very rigorous. 2.3 Commitments Required From Foreign Investors The applicable legal framework does not condi - tion the approval of an application to register an investment to certain commitments. However, in order to benefit from the Investment Residen - cy Permit Program, 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 authorise 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 aforementioned 30 days. In the event of a rejection of the application, if the applicant decides to submit a reconsidera - tion request before the CEI-RD, or before the hierarchically superior entity, as applicable, the applicant would have the option to withdraw
their reconsideration request and instead file an appeal before the Superior Administrative 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 busi - ness with limited liability are: • stock corporations ( sociedades anónimas or S.A.s); • simplified stock corporations ( sociedades anónimas simplificadas or S.A.S.s), which are a sub-type of corporations; and • limited liability companies ( sociedades de responsabilidad 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 suitable 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-nego - tiable 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 com - pany 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 share - holders, who may be individuals, domestic or foreign.
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