Corporate Law Overview

Business entities performing commercial activities in the Dominican Republic are governed by Dominican Law 479-08 of Commercial Entities and Individual Limited Liability Enterprises, enacted on December of 2008 as well as by inter party agreements, commercial practices and common law.

The Law will consider that there is a commercial entity whenever two or more individuals or legal persons oblige themselves to contribute assets for the purpose of conducting acts of commerce or exploiting an organized commercial activity, for purposes of participating in the earnings and supporting the resulting losses.

Law 479-08 recognizes the following types of commercial entities: (1) The general partnership (“sociedad en nombre colectivo”); (2) The limited partnership (“sociedad en comandita simple”); (3) The partnership limited by shares (“sociedad en comandita por acciones”); (4) The Limited Liability Company (“sociedad de responsabilidad limitada”); (5) The joint stock corporation (“sociedad anónima”); (6) The simplified joint stock corporation (“sociedad anonima simplificada”); (7) The individual limited liability enterprise (“empresa individual de responsabilidad limitada”).

The Law also recognizes, the contractual joint participation entity (“sociedad en participación”). The joint participation entity is considered a business entity as long as its purpose is to conduct commercial activities.

The commercial entities above will acquire a full legal personality after their registration in the Business Register, except for joint venture entities, which do not acquire separate legal personality from its partners and which is not required to register in the Business Register.

 

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