Companies that decide to cease operations in the Dominican Republic must do so before the General Directorate of Internal Taxes (DGII) and the Chamber of Commerce.
A Commercial Company, also known as a Mercantile Company, is an association of one or more persons with the purpose of conducting one or more commercial activities.
In this article, we will explain the procedure for dissolving and liquidating companies and societies in the Dominican Republic.
Notice of Dissolution and Liquidation of Companies
In the Dominican Republic, a notice of dissolution and liquidation is a legal procedure used when a company decides to terminate its operations. This process is governed by the Commercial Code and other relevant laws.
What is the Dissolution of a Company?
The dissolution or definitive cessation of commercial companies is the legal act through which the company’s commercial activity is suspended. The liquidation of a company occurs when the taxpayer disengages from the Tax Administration, a disengagement that must be carried out before the Internal Revenue.
The company then enters a process in which operations must be finalized to reach definitive liquidation.
What is the Liquidation of a Company?
The liquidation of a company is the process where all liabilities are settled, any remaining assets are reimbursed to the partners and shareholders, and the liquidation is officially declared before the Chamber of Commerce.
The requirements for liquidating a company apply to any of the following commercial companies:
- Sole Proprietorship with Limited Liability (EIRL)
- Limited Liability Company (SRL)
- Corporation (SA)
- Simplified Stock Company (SAS)
- General Partnership
- Limited Partnership
- Limited Partnership by Shares
Steps for the Dissolution and Liquidation Process of a Company
How to Dissolve a Company: The requirements to liquidate the company (dissolution of company at the Chamber of Commerce) must be submitted to the Chamber of Commerce and the General Directorate of Internal Taxes.
Requirements to be Submitted to the Chamber of Commerce:
- Original Mercantile Registry of the company
- Company or society’s bylaws
- Minutes of the assembly and list of shareholders or partners
- Identity documents of each shareholder and partner. If there is a foreign partner without Dominican nationality or ID, their identity document will be their passport
- First and second general assembly minutes, with the second approving the liquidator and auditor’s report
- Copy of the auditor’s report
- Liquidator’s report indicating all the company’s assets to be liquidated (vehicles, real estate, shares in other companies, etc.)
- Original guarantee letter signed by the president, manager, or liquidator, notarized with domicile in the Dominican Republic
Requirements to be Submitted to the General Directorate of Internal Taxes (DGII):
- Filled, attached, and signed Declaration Form for the registration and update of company data (RC-02) with the corresponding attachments
- Copy of all documentation submitted to the Chamber of Commerce
- Sworn declaration of responsibility, establishing the responsibility of the company representatives to address any issues like payments or claims arising from the company
- Copy of the irrevocably adjudicated court ruling declaring the company’s bankruptcy (applies for dissolution due to bankruptcy)
It is important for companies to have expert legal advice to dissolve and liquidate their company correctly, according to Law 141-15 on Business Restructuring and Liquidation.
If you want to establish a company in the Dominican Republic, we have the best professionals who can advise you on setting up your business.
