To liquidate a company or corporation in the Dominican Republic, institutions such as the Chamber of Commerce and the General Directorate of Internal Taxes (DGII) are responsible for dissolving and liquidating companies.
What is the liquidation of a company? It is important to understand the liquidation or dissolution process if it has been determined that a company needs to cease its operational activities.
How is a company liquidated? Liquidation is the way to end a business and distribute its assets among the claimants.
How to liquidate a company?
The steps to liquidate a company apply to any type of commercial company, such as:
- Individual Limited Liability Company (EIRL).
- Limited Liability Company (SRL).
- Simplified Joint Stock Company (SAS).
- Joint Stock Company (SA).
- Foreign companies or subsidiaries.
Dissolution and Liquidation of Companies and Corporations in the Dominican Republic
The process of dissolution and liquidation of a company or corporation in the Dominican Republic can be complex. At Contadores Dominicanos, we can provide the necessary advice to effectively liquidate your company or corporation.
Phase I: Chamber of Commerce:
- Original and current commercial registry of the company or corporation.
- Articles of incorporation: these indicate the steps and guidelines to follow in the liquidation process.
- Minutes of the Assembly and list of shareholders or partners: identifies the shareholders and partners.
- Identification documents of all shareholders or partners.
First General Assembly Minutes, which authorize:
- Approval of the dissolution of the company or corporation.
- Appointment of the liquidator and the company’s commissioner.
- Discharge of the board of directors (if applicable).
Second General Assembly Minutes, which authorize:
- Approval of the liquidator’s report.
- Declaration of the company’s or corporation’s liquidation.
- Approval of the commissioner’s report.
- Commissioner’s report: which must include the estimation of values of contributions, assets, and liabilities.
- Liquidator’s report: which should state who the shareholders or partners are.
Phase II: General Directorate of Internal Taxes (DGII):
- Sworn declaration form for the registration and update of company data (RC-02) filled out and signed with the corresponding annexes.
- Copy of the documents registered and deposited by the Chamber of Commerce.
- Sworn declaration of responsibility: declares the responsibilities of the company’s representatives and must be signed by:
- For EIRL, SRL, or SAS, by the manager(s).
- For SA, by the president and the secretary.
- It can also be signed by the liquidator (for any type of company).
What is the cost of liquidating a company?
The cost varies depending on the company’s capital and any pending renewals of the Commercial Registry.
How long can the liquidation of a company take?
The entire process can take between two to three months, during which time the company cannot conduct any commercial activities.
Things to keep in mind:
- A tax receipt should not have been requested after dissolution.
- All tax declarations and payments must be up to date.
- The company will not be able to issue tax receipts after dissolution.
- All assets must be liquidated, including vehicles, real estate, and shares in other companies.
- For Free Zones, authorization from the National Free Zones Council is required.
If you wish to merge your company or corporation, at Contadores Dominicanos we have expert professionals who can provide the necessary advice for mergers and acquisitions of companies.