Establishing a limited partnership in the Dominican Republic involves a series of steps and requirements. Initially, it is necessary to register and verify the commercial name with ONAPI and pay the corresponding taxes to the DGI. Then, the required documents must be submitted to the Chamber of Commerce and Production, and the company’s bylaws must be drafted.
How to Establish a Limited Partnership? Establishing a limited partnership involves obtaining necessary documents such as name registration, tax payment receipts, and bylaws, among others.
Limited Partnership
A limited partnership is characterized by having two types of partners: general partners, who have unlimited liability, and limited partners, who have limited liability regarding the company’s obligations.
Characteristics of a Limited Partnership:
Unlimited Liability of General Partners
- General partners are responsible for managing and running the business.
- They have unlimited liability for the company’s debts and obligations, meaning they can be personally liable for the company’s debts and may need to cover losses with their personal assets.
- General partners must make a capital contribution to the company as stipulated in the partnership agreement. This capital can be used to fund the company’s operations.
Limited Liability of Limited Partners
- Limited partners must also make a capital contribution to the company as stipulated in the partnership agreement. However, their liability is limited to the amount of their contribution.
- Limited partners do not have the right or responsibility to manage or run the business. Their role is mainly financial, and they are not involved in day-to-day operational decisions.
- Limited partners share in the company’s profits and losses according to the partnership agreement, with their participation based on their capital contributions.
Steps to Establish a Limited Partnership in the Dominican Republic
- Registration and Verification of the Commercial Name with ONAPI: The first step in establishing a limited partnership is registering and verifying the commercial name with the National Office of Industrial Property (ONAPI). Ensure the chosen name is available and complies with legal requirements.
- Payment of Taxes to the General Directorate of Internal Taxes (DGII): The next step is paying the corresponding taxes to the DGII. All fiscal obligations must be fulfilled as per the law for establishing the partnership.
- Submission of Required Documentation to the Chamber of Commerce and Production: After completing the previous steps, the required documents must be submitted to the Chamber of Commerce and Production. These documents include a copy of the name registration with ONAPI, the tax payment receipt, the company’s bylaws, the general constitutive assembly minutes, details of shareholders’ investments, the completed application form, and copies of identity cards.
- Obtaining a Tax Identification Number: You will need a tax identification number in the Dominican Republic, obtained through the National Taxpayer Registry (RNC).
Requirements for Establishing a Limited Partnership in the Dominican Republic
To establish a limited partnership in the Dominican Republic, certain requirements and legal procedures must be met:
- Drafting the Company’s Bylaws: Drafting the company’s bylaws is essential. These bylaws will govern the internal functioning of the partnership, including details about the management structure, rights and obligations of the partners, and the company’s business activities.
- Registering a Legal Representative: It is advisable to appoint a legal representative who can act on behalf of the company in legal matters and provide support throughout the registration process.
- Share Capital: The value of all partners’ contributions must be stated in the bylaws.
Documents Required for Establishing a Limited Partnership
- Copy of the Name Registration with ONAPI: It is crucial to register and verify the company’s commercial name with ONAPI. A copy of this registration is needed for the establishment process.
- Receipt of Tax Payment for Company Formation: Present the tax payment receipt for company formation. This tax must be paid to the General Directorate of Internal Taxes.
- Company Bylaws: The company bylaws must be submitted during the establishment process.
- General Constitutive Assembly Minutes: The minutes of the general constitutive assembly are required for the relevant registration.
- Details of Shareholders’ Investments: Provide details of the investments made by each shareholder of the limited partnership. This includes a description of the economic contributions and other inputs that each shareholder makes to the company’s share capital.
- Completed Application Form: A completed application form is required, including detailed information about the limited partnership, such as its name, address, business activity, shareholders, legal representatives, and other relevant details.
If you wish to establish a limited partnership in the Dominican Republic, Contadores Dominicanos can assist you in creating your company or partnership.
