Corporate and business law in the Dominican Republic

What we do in corporate law

Corporate law in the Dominican Republic is governed by the General Law on Commercial Companies and Individual Limited Liability Enterprises No. 479-08, as amended by Law 31-11, and by Law 3-02 on the Commercial Registry. Layered on top are the Tax Code, Law 155-17 against money laundering and the beneficial ownership rules of the Dirección General de Impuestos Internos (DGII). Our job is to keep the client's company compliant with all of it without losing operating agility.

We advise Dominican companies, subsidiaries of foreign groups and individual investors. A significant share of our clients are United States and Puerto Rico companies opening operations in the country that need a corporate lawyer who speaks the language of their head office and understands the Dominican civil law system at the same time.

• Formation of S.R.L., S.A., S.A.S. and E.I.R.L. entities, and registration of branches of foreign companies
• Bylaws, shareholder agreements and partner agreements
• Corporate governance: boards of directors, statutory auditors, minutes and corporate books
• Capital increases and reductions, conversions, mergers and spin offs
• Mergers and acquisitions: legal due diligence, share purchase agreements and closing
• Commercial contracts: distribution under Law 173, agency, franchise, supply and services
• Reorganizations, dissolutions and orderly liquidations
• Annual compliance: shareholder meetings, Commercial Registry renewal, beneficial ownership filings

The legal framework we apply

Law 479-08 offers a range of entity types. The limited liability company (S.R.L.) is the form most used by mid sized businesses and foreign subsidiaries for its flexibility and its RD$100,000 minimum capital. The corporation (S.A.) is mandatory for regulated entities such as insurers and financial intermediaries, and requires a statutory auditor and a minimum authorized capital of RD$30,000,000. The simplified corporation (S.A.S.) allows broad freedom in the bylaws and suits family businesses and investment vehicles. The individual limited liability enterprise (E.I.R.L.) shields the assets of a single owner.

Each form has different consequences for liability, governance, taxation and the ability to take on investment. We explain the differences in practical terms and recommend the structure that best serves the client's business plan, including a comparison with a U.S. LLC or corporation when the client operates in both countries.

Mergers, acquisitions and transactions

In the purchase or sale of a business we coordinate legal, labor, tax and real estate due diligence, draft letters of intent and definitive agreements, and design the price, warranty and holdback mechanisms that protect the buyer or the seller as the case may be. When a foreign party is involved, we align the contract with the expectations of its home jurisdiction and with what a Dominican court will actually enforce.

Our insurance and surety background adds a dimension few corporate practices offer: we structure performance guarantees, representations and warranties insurance and bonds that give the parties security without tying up capital.

How we work

Every corporate matter is handled by a partner. We budget by phase, respond within the same business day and deliver documents in Spanish, in English or both, ready to be signed before a Dominican notary or presented to the parent company's board. We work with affiliated accountants, actuaries and auditors when the transaction calls for it.

Content reviewed by C. Constantin Poindexter Salcedo, MA, JD, CPCU, AFSB, ASLI, ARe, AINS, AIS, CPLP, partner at VSP Consultores Legales. Updated September 22, 2026.