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How to set up a company in the Dominican Republic?

Incorporate a company in the Dominican Republic, costs, duration, foreigners and how does it work?

In the Dominican Republic, there are several types of companies and the legislation that is related to companies is immersed in the Commercial Code, in the General Law of Commercial Companies and Individual Limited Liability Companies (Law No. 479-08 modified by the Law 31-11).

Next, you will find step by step how to create your own company, so that it becomes easy and without complications. It is also important that you know that the most common is the Limited Liability Company (SRL)

Register the Commercial Name in the National Office of Industrial Property (ONAPI)

You will need to:

➢ Choose the name of your company.
➢ The activity to which the company will be dedicated.
➢ Identity and electoral card
➢ Physical address.
➢ Email.
➢ Contact telephone numbers.
➢ Complete the application form.
➢ Debit or credit card (For online payments).

You must take into account that it is important that you carry several names that adapt to what you want to project, this will allow you to have other options if there is any eventuality with the names. Example of what can happen: when you go to register the name, it is already registered.

You can complete this entire process online by entering the following link http://onapi.gob.do/ after registering you will have access to the platform.

Register the legal documents in the corresponding Chamber of Commerce and Production

Once you have the certificate of the business name approved in ONAPI, it is time to prepare the Bylaws, Constitutive Assembly Act and Payroll of presence, for this you will need the advice of a legal professional. Once you have these documents ready, then you will be able to register with the Chamber of Commerce and Production.

You will need to:

➢ Make the payment of the corresponding tax for the incorporation of companies (1% of the company’s capital stock) in the General Directorate of Internal Taxes, said payment can also be made through internet banking of the main banks in the country.
➢ Make the payment of taxes from the Notary Association (Only physically at the General Directorate of Internal Taxes)
➢ Copy of the identification cards and/or passports of the company’s shareholders (minimum two).
➢ Copy of the tax payment receipt for Company Incorporation.
➢ Articles of Association, Minutes of the Assembly and Payroll of attendance signed by the partners in original and copies.
➢ Fill out the Mercantile Registry application form of the corresponding chamber of commerce, according to the main address of the company. You must choose the one that belongs to your province.

Request the National Taxpayer Registry (RNC) in the General Directorate of Internal Taxes (in spanish Direccion Nacional de Impuestos Internos)

Once you have approved the Mercantile Registry Certificate, then you can continue with the application of the National Taxpayer Registry (RNC). This service has no cost.

You will need to:

➢ National Taxpayer Registry Form (RNC)
➢ Copy of Trade Name registration.
➢ Copy of the Mercantile Registry.
➢ Copy registered in the chamber of commerce of the bylaws, payroll of
➢ Presence and minutes of the constitutive assembly.

Costs and duration of the process

  • Request the registration of the commercial name in the National Office of Industrial Property (ONAPI). From 5 to 7 business days RD$4,755.00
  • Pay the incorporation tax at the General Directorate of Internal Taxes (DGII) – It is paid at the Reserve Bank of the Dominican Republic – 1 day (simultaneous with the previous procedure) 1% of the authorized capital
  • Register the company in the commercial registry of the Chamber of Commerce and Production 5 business days (approximately) RD$2,500.00
  • Request registration in the National Taxpayer Registry (RNC) to the Directorate of Internal Taxes (DGII) and request tax receipts. 7 business days (approximately) Free of charge

What documents will you get?

In general, once you create your company and immediately, you will be given the following documents:

➢ Commercial Name Certificate.
➢ Commercial Registry Certificate.
➢ Corporate Bylaws.
➢ Receipt Payment of Capital Taxes.
➢ Constitutive Assembly.
➢ List of Presence (List of Members).
➢ Membership Fee Subscription List.
➢ Act of Registration in the National Registry of Taxpayers.
➢ Trade Name Registration.
➢ Commercial Registry.
➢ Register Documents in the Chamber of Commerce.
➢ Tax by Constitution.
➢ Username and Password of the Virtual Office of the DGII.
➢ 10 NCF Ready to be Used.

These are other documents that are often only delivered at the request of the client or that are delivered at an additional cost:

➢ Inspection request to the DGII.
➢ Pre-inked Seal.
➢ Bank Account Opening Assembly (at the request of the client).
➢ National Registry of State Suppliers (RNP).

What is the Company allowed to do once constituted?

Your company will be legally ready and able to operate in a short time to:

➢ The opening of accounts
➢ Buy real estate.
➢ Import and export merchandise.
➢ Commercialize.
➢ Apply for corporate loans in banking institutions.
➢ Issue invoices with tax receipt number and RNC number.

Can a foreigner create a DR company?

It is no secret to anyone that the economy of the Dominican Republic is very good for investment and is well regarded by many foreigners from different parts of the world. There are many who want to invest or create a company in the Dominican Republic.

But on the other hand we also have those Dominicans who reside in other countries, but have their economic interests in their country of origin in this case the Dominican Republic, here you will find the necessary steps to carry out this or rather for the formalization of the company and that it has the benefits and duties of a duly registered company.

The steps are the following:

  1. Have a valid passport
  2. Trade name registration in ONAPI.
  3. Commercial registry.
  4. National Taxpayer Registry RNC.

As you can see, the steps to carry out this company are the same as those followed by a person who is a Dominican citizen, however, with one difference that is important to mention. For example, a Dominican citizen, as a merchant and dependent, can register as a natural person or register an individual limited liability company. In contrast, a foreigner cannot register as a natural person.

In order for a foreigner to be legalized as an independent trader in the Dominican Republic, he will have to register as an individual limited liability company. However, in order to consolidate this registration, the foreign entrepreneur must have a bank account in the country. There are different banks that give very good benefits for the realization or opening of an account in their entity, if you want to know how to open a bank account.

 

 

Author Madelaine Sanchez and translated by Quinti Daniel

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