Dominican Republic joint ventures are recognized by Law as business entities which are contractual in nature and called “joint participation” entities. They are considered as business entities as long as their purpose and scope of activities are commercial in nature.

These entities are incorporated through a contract by which two or more persons who have the condition of businesspersons take interest in one or several determined and transitory business operations, who one of them must execute in its own name and personal credit, with the condition of being accountable and dividing with its participants the earnings and losses in the covenanted proportion.

Our Supreme Court of Justice (SCJ Sent.0744/2020, 1ra Sala 24-7-2020) has said that the joint venture contract is an agreement among two or more individual or legal persons, which maintain their respective legal autonomy, for the purposes of performing a common goal, through the contribution of resources and shared administration.

It is important to note, that the creation of these entities will not create a new entity with legal personality, the entity will not operate under a separate corporate name, assets and corporate domicile, but instead will be recognized as a matter of contract.

Therefore, contractual joint venture agreements must be carefully drafted to ensure clear and balanced partner representation, management powers and accountability rules.

Finally, joint venture entities function, dissolve and liquidate, lacking special provisions, pursuant to the provisions for general partnerships as long as they are not contrary to the legal provisions indicated in the section of law applicable to accidental or participation entities.

Our professionals can assist you in the interpretation, preparation, review and adaptation of contractual international joint venture agreements for optimized best results.

Do you want more information about executing Joint Ventures in Dominican Republic? Contact Us.

ABOUT THE AUTHOR: Dr. Felipe Isa Castillo is a Partner leading the Foreign Investment, Real Estate & Tourism areas at Arthur & Castillo Law Firm and Attorneys in the Dominican Republic. He specializes in foreign investment, real estate and international business (International Legal Studies LLM in Georgetown University Law Center in Washington, D.C. & Masters in International E- Business in Universitat Pompeu Fabra in Barcelona) with more than 20 years of experience in Foreign Investment, Free Trade Zones, International Business and Cross Border Real Estate practice. Dr. Castillo is a Certified Bankruptcy Conciliator and Liquidator and Legal Interpreter.

Email: [email protected]

 Disclaimer: This publication is not intended to provide legal advice or suggest a guaranteed outcome as individual situations will differ and the law may have changed since publication. For specific technical or legal advice on the information provided and related topics, please contact the author.

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