What types of companies and commercial partnerships exist?

If you want to set up a business in the Dominican Republic, one important factor to consider is the type of company or partnership it will be.

In this article, we will tell you about the types of commercial partnerships that exist in the Dominican Republic, as well as their main characteristics, so you can choose the one that best suits your business idea.

Currently, in the Dominican Republic, the legal structure of companies is governed by the General Law on Commercial Companies and Individual Limited Liability Companies No. 479-08 and the Commercial Code.

Learn in this article about the types of commercial partnerships according to Law 479-08.

Types of companies in the Dominican Republic according to Law 479-08

Company Type	Minimum Partners	Maximum Partners	Liability
Individual Limited Liability Company (EIRL)	Single owner	No limit	Limited
Limited Liability Company (SRL)	2	50	Limited
Corporation (SA)	2	No limit	Limited
Simplified Corporation (SAS)	2	No limit	Limited
General Partnership	2	No limit	Unlimited
Limited Partnership	2	No limit	General partners have unlimited liability, while limited partners have limited liability
Limited Partnership by Shares	1 general partner and 3 limited partners	No limit	General partners have unlimited liability, while limited partners have limited liability

Characteristics and incorporation of Companies and Commercial Partnerships:

1. Main characteristics of the Individual Limited Liability Company (EIRL):

Belongs to a single individual with its own legal personality and may engage in both civil and commercial operations.
Its business name must be followed by “Individual Limited Liability Company” or the initials “E.I.R.L”.
There is no minimum required capital.
The owner’s contribution can be monetary or in-kind.
No minimum capital is required.

Incorporation requirements:

Register the company name.
Draft the incorporation deed and have it notarized by a lawyer.
Provide a photocopy of the owner’s identity document, either an ID or passport.
Pay the contribution deposit.

2. Main characteristics of the Limited Liability Company (SRL):

Must consist of at least 2 and a maximum of 50 partners.
The company name must be followed by “Limited Liability Company” or the initials “S.R.L”.
Partners can be individuals or legal entities.
The capital is divided into equal parts called social quotas.
The amount of capital is determined by the bylaws.
The minimum capital cannot be less than one hundred thousand Dominican pesos.

Incorporation requirements:

Register the trade name with the National Office of Intellectual Property.
Pay capital taxes.
Draft and sign all incorporation documents.

3. Main characteristics of the Corporation (SA):

Requires at least 2 partners with no maximum limit.
The business name is freely chosen and followed by “Corporation” or the initials “S.A”.
The minimum authorized capital is thirty million Dominican pesos.
Losses are limited to the partners’ contributions.
This is one of the most commonly used types of companies for substantial business operations.

Note: There are two types of Corporations: Public Subscription Corporation and Private Subscription Corporation.

Incorporation requirements:

Copy of the Commercial Name Certificate issued by the National Office of Intellectual Property (ONAPI).
Original and copy of the Company Contract.
Copy of the tax receipt from the DGII for company incorporation.
Photocopies of the identity documents of all partners.

4. Main characteristics of the Simplified Corporation (SAS):

Must have at least 2 partners with no maximum limit.
Partners are only liable for their contributions.
The minimum authorized capital is three million Dominican pesos.
The business name is freely chosen and followed by “Simplified Corporation” or the initials “S.A.S”.
This type of company has the autonomy to freely establish its own rules and regulations.

Incorporation requirements:

At least two originals of the company bylaws.
Copy of the tax receipt from the DGII for company incorporation.
Photocopies of the identity documents of all partners.

5. Main characteristics of the General Partnership:

Requires at least 2 partners, who must be merchants and have unlimited liability for the company’s obligations.
The business name must consist of the name of one or more partners followed by “and Company” or its abbreviation if not all partners are named.
All partners will be managers unless otherwise specified in the bylaws.
The partnership can be dissolved upon the death of a partner.

Incorporation requirements:

The company’s capital must be specified in the bylaws.

6. Main characteristics of the Limited Partnership:

This type of partnership consists of two types of partners: general partners with unlimited liability and limited partners with limited liability for the company’s obligations.
The business name must include the names of one or more general partners followed by “and Company” or its abbreviation if not all general partners are named, and must include “Limited Partnership” or its abbreviation “S en C”.
Limited partners’ names cannot be part of the business name.

Incorporation requirements:

Original bylaws/company contract.
The contributions of all partners must be specified in the bylaws.
Photocopies of the identity documents of all partners.

7. Main characteristics of the Limited Partnership by Shares:

Must have at least 1 general partner and 3 limited partners.
General partners are merchants and have unlimited liability for the company’s obligations.
Limited partners are shareholders and are only liable for debts up to their contributions.
The company’s capital is divided into shares.

Incorporation requirements:

Original bylaws/company contract.
The contributions of all partners must be specified in the bylaws, indicating who are general partners and who are limited partners.
Photocopies of the identity documents of all partners.

Now that you know the types of companies in the Dominican Republic, you probably have a better understanding of which type of commercial partnership to establish.

If you want to merge your company or partnership, Contadores Dominicanos has professional experts who can provide the necessary advice for mergers and acquisitions of companies.