Dominican simplified corporation or SAS

By Arthur & Castillo (info@aclaw.com)

The Dominican SAS or Simplified Corporation may be incorporated among two or more persons, who are only liable for the amount of their respective share contributions and which will have legal personality. To its corporate name the words “Sociedad Anónima Simplificada” or S.A.S. shall be included.

The by-laws will establish the amount of the authorized capital which can never be less than three million Dominican pesos (RD$3,000,000.00) or its equivalent in freely convertible foreign currency. The subscribed and paid capital may not be less than ten percent (10%) of the authorized capital.
Its capital is divided into negotiable titles called shares which may only be nominative in nature, to be paid in cash or in contributions, who may have a value expressed in national currency or freely convertible foreign currency. Different classes and series of shares may be created, including but not limited to preferred shares with or without voting rights.

The By-laws of the SAS may freely determine the organic structure of the corporation and other norms that govern their operation in the framework of freedom of contract while the rules that govern joint stock corporations are applicable to the SAS in particular those related to the collective decisions of shareholders and resolutions of the board of directors (if applicable), protection of minority shareholders, safeguard of the equality of shareholders and the preservation of the rights of creditors.

The business entities compliance rules included in the general part of the Law, as well as the common law norms and commercial practice are supplementary applicable to SAS.

In SAS entities, the President, members of the board of directors and managers must exercise their duties faithfully, in the best corporate interest and may be civil or criminally liable under the legal norms that govern the liability of members of the board of directors of joint stock corporations.

Among the management freedom provisions the president of the SAS may exercise the powers of the other members of the board of directors and other managers designated in the by-laws.

Also, different from the ordinary corporation or SA, where appointing an accounts commissary is mandatory, in the simplified corporation the appointment of an accounts commissary is optional.

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