DOMINICAN REPUBLIC Law and Practice Contributed by: Sarah de León Perelló, Elizabeth Silfa Micheli and Naomi Rodríguez Manzueta, Headrick Rizik Álvarez & Fernández
owner(s) is conducted through the filing of form RC-02 (necessary to register changes in the RNC of the DGII) and is also requested as part of the annual tax declaration forms (IR-2) and other applicable tax forms. Tax Compliance Officer Legal entities must register with the DGII the individual responsible for ensuring compliance with the company or legal entity’s tax obliga - tions, (ie, a tax compliance officer). This individ - ual must accept their appointment at the next annual shareholders’ or members’ meeting and must sign the RC-02 form. The individual designated as responsible for the company or legal entity’s tax obligations must hold one or more of the positions specified by law, that is, president, vice-president, director, manager or legal representative. According to the notice issued by the DGII, this individual may not be someone unrelated to the administration, control or operations of the business or entity. If this update is not completed, the DGII will assign this responsibility ex officio to the indi - vidual designated as manager or director, or to the individual with the largest ownership interest in the company. 3.4 Management Structures The company’s by-laws shall determine the rules in connection with its management structure. Directors are appointed by the shareholders. The management structures available for the more commonly used corporate vehicles are set out below. • S.A.s are managed mandatorily by a board of directors composed of at least three mem - bers, and supervised by one or more statu - tory auditors ( comisario de cuentas ).
• S.A.S.s’ rules of management and structure are governed by their by-laws. They may be managed by a sole director (president), a board of directors or any other manage - ment body or structure. A statutory auditor is optional, unless the company issues the securities allowed by the law for this legal form, in which case it is mandatory. • S.R.L.s can have one sole manager, two managers or a board of managers. Managers can only be individuals. A statutory auditor is Directors shall be liable, towards the company or toward third parties, for any infringement of the law, breach of the company’s by-laws, defaults in their management, including negligence, or any torts and damages against shareholders or third parties resulting from their acts or omis - sions vis-à-vis shareholders or third parties. Directors are under a general duty of loyalty, duty of acting as a good businessperson (duty of care), duty of non-compete and duty of confidentiality. Directors’ related transactions (and shareholders transactions in S.A.S.s and S.R.L.s) are regulated by the law and certain director-related transactions (and shareholders transactions in case of S.R.L.s) are prohibited. Available civil claims in damages for directors’ liability include both individual claims by the aggrieved party (shareholder or third parties) in accordance with general civil liability rules of law, as well as a company’s claim in damages for directors’ liability that, individually or collectively, shareholders may seek. optional and is not customary. 3.5 Directors’, Officers’ and Shareholders’ Liability Liability of Directors
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