[ Companies ]
Incorporating the company, and keeping it legally sound afterwards.
Ask about your case on WhatsAppFormalizing a business in the Dominican Republic means three chained registrations —trade name, Mercantile Registry and taxpayer number— and each one depends on the previous. But incorporating is only the beginning: a company that never holds its meetings or updates its records becomes a problem the day it wants to sell, borrow or bring in a partner.
The SRL (limited liability company) is the form most used by Dominican small and medium businesses: it separates your personal assets from the company’s, so business debts are not collected from your home. It requires at least two partners, one manager and a minimum share capital set by law. We prepare the bylaws, the subscriber list, the constitutive meeting and the whole file through to the taxpayer number.
The SAS gives more freedom to design how the company is governed and how shareholders come in or out, and it is usually the right fit when outside investment is expected. The EIRL has a single owner, for someone operating alone who wants to separate their personal assets. Choosing the wrong vehicle is paid for later, when restructuring.
These are the three steps that turn an idea into a company that can invoice: registering the trade name with ONAPI, the Mercantile Registry with the Chamber of Commerce —which is what grants legal personality— and the National Taxpayer Registry with the DGII. Without the taxpayer number you cannot issue an invoice with fiscal value.
Contracts with suppliers, clients, distributors and partners, and employment contracts under the Dominican Labour Code. Most disputes that reach a court started in a verbal agreement or in a template downloaded from the internet that was never written for this country.
Annual meetings, changes of manager, capital increases and the entry or exit of partners must be documented and registered to have effect against third parties. It is the upkeep almost nobody does, and the first thing a bank, a buyer or an investor reviews.
Permanent support for day-to-day decisions: reviewing a contract before signing it, responding to a notification, knowing whether a commercial practice exposes the company. It costs less than solving the problem after it happens.
[ Common questions ]
It depends on how many owners there are and whether outside investment is expected. The SRL is the most common for a small business with partners; the EIRL is for a single owner; the SAS offers more corporate flexibility. The decision is made before incorporating, because changing it afterwards is costly.
They are three chained registrations —ONAPI, Chamber of Commerce and DGII— and each has its own turnaround. What speeds the process up is arriving with the partners’ documentation complete and correct from the start.
Yes, and failing to do so is the most frequent finding when someone is about to sell the company, seek financing or bring in a partner. Catching up afterwards is possible, but it means reconstructing years of records.
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