DR Limited Liability Company

Usually business entities in Dominican Republic are incorporated as a Dominican Limited Liability Company or Sociedad de Responsabilidad Limitada (S.R.L.). The Dominican Limited Liability Company or S.R.L. is the most common and efficient form of organizing a company in the Dominican Republic.

The main characteristics of the Dominican Limited Liability Company are:

The company must have at least two (2) partners. Each partner must have at least one share or quota.

The company shall have a corporate name, consisting in a trade name subject to prior registration and shall be preceded or followed by the words Sociedad de Responsabilidad Limitada or the initials S.R.L.

The Corporate Capital shall be a minimum of (RD$100,000) One Hundred Thousand Dominican Pesos (roughly US$2,500.00) and shall be divided in Corporate Quotas of a minimum value of (RD$100) One Hundred Pesos and shall be fully paid.

The administration of the Dominican Limited Liability Company shall be in charge of one or more managers. It is not necessary that the manager be resident in the Dominican Republic, but it is recommended that at least one manager or administrator be appointed for purposes of complying with the day to day obligations.

The partners will meet in an Annual Ordinary Meeting one time (1) per year within the one hundred and twenty (120) days after the closing of the financial year.

The Extraordinary Meetings are those that deal with the amendment of the Corporate By-Laws and when the law or the By Laws so require.

ADVANTAGES OF THE DOMINICAN LIMITED LIABILITY COMPANY

The Dominican Republic Limited Liability Company or S.R.L.’s is a useful means for local business and international trade and it offers the following characteristics and advantages:

Limited Liability: The partners do not respond personally for the company debts but only up to the limit of the contributed capital;

There is the possibility of attracting capital through the issuing of new company shares or quotas.

Business Activities: These companies may effectuate any type of activities that are legal in trade, such as investments or the purchase or sale of products and services, entering into contracts, issuing invoices and executing corporate documents.

Classes of Shares: The General Meeting may establish and dispose of shares of several classes, the preferences, privileges, rights to vote and other restrictions as desired.

Managers: It is mandatory to have Managers of the company. It is not necessary that they be Dominicans, or partners of the company, but they must be individuals.

Property of Assets: The Limited Liability Company may keep assets as their property, contributed by the partners or acquired by the same, both national and international, movable and real estate properties.

Currency Exchange Freedom: There are no restrictions in the Dominican Republic on the legal currency. The United States Dollar is exchanged freely with the Dominican Peso, as well as any other currency.

Registration Requirements: There are requirements for the registration of the company in the Business Register.

Quota Transfers: The company quotas may be freely transferred among partners, by way of succession, and in case of liquidation of marital community assets and among ascendants and descendants according to the rules established under the company By Laws.

By Felipe Isa Castillo (fcastillo@aclaw.com)

 

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