Establishing a partnership limited by shares (Sociedad en Comandita por Acciones) in the Dominican Republic requires following several steps and meeting the requirements set by Dominican law. It is necessary to register the trade name with the Chamber of Commerce and the intellectual property with ONAPI.
Additionally, the company must be registered in the Commercial Registry and the National Taxpayers Registry. Drafting the bylaws and holding an Inaugural General Assembly are also part of the process.
Partnership Limited by Shares
Establishing a partnership limited by shares in the Dominican Republic involves dividing responsibilities between general partners and limited partners.
Characteristics of Each Type of Responsibility:
Unlimited Liability of General Partners:
- General partners have unlimited liability in the partnership.
- They are required to respond with their personal assets for the debts and obligations of the partnership.
- In case of losses, general partners bear the burden with their personal assets.
Limited Liability of Limited Partners:
- Limited partners have limited liability in the partnership.
- These partners contribute capital but do not have an active role in managing the partnership.
- In case of losses, their liability is limited to the amount they have contributed, unlike general partners who have unlimited liability.
- It is important to note that limited partners cannot perform administrative acts.
Steps to Establish a Partnership Limited by Shares in the Dominican Republic
- Obtain the Trade Name: The first step is to obtain the trade name of the partnership. This involves registering the name with the Chamber of Commerce and verifying the availability of the desired name. Additionally, industrial property protection must be obtained through the National Office of Industrial Property (ONAPI).
- Register the Partnership: This includes submitting the necessary documentation to entities such as ONAPI, the Commercial Registry, and the National Taxpayers Registry (RNC).
Requirements to Establish a Partnership Limited by Shares in the Dominican Republic
- Bylaws: It is essential to draft the bylaws of the partnership, which will govern its internal functioning. These bylaws should contain relevant information, such as the corporate name, business purpose, duration, composition of the Board of Directors, and other aspects.
- Minutes of the Inaugural General Assembly: Once the partnership is registered and the bylaws are drafted, an Inaugural General Assembly must be held. In this assembly, the partners will formalize the establishment of the partnership, approve the bylaws, and appoint the members of the Board of Directors.
- Share Capital: The share capital of a partnership limited by shares will be divided into shares.
- Copy of the Registration Certificate: Upon completion of the establishment procedures, a registration certificate will be obtained, certifying the legal existence of the partnership limited by shares in the Dominican Republic.
- Copy of the Payment Receipt: A copy of the payment receipt for the procedures carried out during the establishment process must be obtained.
Documents Required for the Establishment of a Partnership
- Copy of the Trade Name Registration with ONAPI: The company must have a copy of this registration to proceed with the establishment process.
- Payment Receipt for the Company Constitution Tax: The payment receipt for the company constitution tax must be presented. This tax must be paid at the General Directorate of Internal Taxes.
- Details of the Partners’ Investments: Details of the investments made by each of the shareholders of the partnership must be provided, which should consist of at least one general partner and three limited partners.
If you wish to establish a partnership limited by shares in the Dominican Republic, CONTADORES DOMINICANOS can assist you in creating your company or partnership.
