DOMINICAN REPUBLIC Law and Practice Contributed by: Sarah de León Perelló, Elizabeth Silfa Micheli and Naomi Rodríguez Manzueta, Headrick Rizik Álvarez & Fernández
The minimum capital requirement for an S.R.L. is DOP200, since Law No 479-08 on Commercial Companies and Sole Proprietorships with Lim - ited Liability (“Law No 479-08”), as amended, requires a minimum of two shareholders and a minimum value per share of RDD100 each. In S.R.L.s, the maximum number of sharehold - ers is 50. S.A.s S.A.s are typically reserved for large businesses. Due to their characteristics, corporations are the ideal vehicle for companies that wish to pursue venture capital, accumulate a large number of shareholders, and/or eventually pursue an initial public offering. Corporations must be mandato - rily managed by a board of directors composed of at least three members and are required to have a statutory auditor ( comisario de cuentas ). The minimum capital requirements for an S.A. are: • authorised capital: DOP30 million; and • paid-in capital: DOP3 million (a minimum of 10% of the authorised capital shall be sub - scribed and paid.). S.A.S.s S.A.S.s are a subtype of corporations (S.A.), suit - able for medium or large investments and busi - nesses that will not venture into the stock mar - ket. The management and control of an S.A.S. is more flexible than that of a corporation. The pro - visions of Law No 479-08, apply supplementarily for all situations not described in the by-laws. Management and control rules for Dominican S.A.S.s are flexible as they will be governed by its by-laws. In that sense, they may be managed
by a sole director (president), a board of direc - tors or any other management body or structure. The minimum capital requirements for an S.A.S. are: • authorised capital: DOP3 million; and • paid-in capital: DOP300,000 (a minimum of 10% of the authorised capital shall be sub - scribed and paid.). The main steps in order to incorporate a Domini - can company as well as for registering a branch of a foreign entity are as follows. • Registration of the company՚s trade name with the National Office of Industrial Prop - erty (ONAPI), prior to the incorporation of the company. For branch registration, this step is not mandatory but highly advisable. • Registration at the Mercantile Registry of the relevant Chamber of Commerce and Pro - duction of the jurisdiction of the seat of the company. The company’s Mercantile Registry Certificate would be issued and the company shall be considered to be duly incorporated. • Once registered at the Mercantile Registry, 3.2 Incorporation Process Incorporation of a Company the company must then be registered with the National Taxpayers’ Registry ( Registro Nacional de Contribuyentes or RNC, by its Spanish acronym) at the local tax depart - ment. The tax department will issue a certifi - cate validating the company’s registration and assigning an RNC number to the company. In addition, as secondary steps in order to do business, should the company have employees, it would also have to register at the Ministry of Labour and the National Social Security Treas - ury (TSS); other registrations may be applicable
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