Guzmán Ariza, Attorneys at Law Company Law (“Ley de Sociedades”) #, effective Dec. 11, , as amended by Law. # of Feb. Company Law (“Ley de Sociedades”) #, effective Dec. . Bolsa de Valores de la República Dominicana (), created in. Ley No. , sobre Las Sociedades Comerciales y. Empresas Individuales de Responsabilidad Limitada, en República Dominicana.
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Primary market leu may be managed directly by the issuer or by a registered securities broker. The four major taxable areas are:. Withholding Tax Companies must withhold and pay the required taxes on stockholder dividends, employee payroll, and payment to individuals. Our attorneys can properly structure your business to meet stock market requirements, assist and represent you in regulatory, reporting, compliance and enforcement issues, manage your relationships with market participants, and provide advisory services in general corporate matters related to the Dominican stock market and its regulations.
This website is designed for general information only. The Superintendent of Securities regulates the BVRD and classifies and approves offerings and the companies that issue them, and publishes complete information to promote market transparency.
Be forewarned that Dominican company organization taxes are higher than those imposed on American companies. Interest and dividends on approved securities traded on the exchange are exempt from all taxes, and securities placed on the BVRD by rpeublica Ministry of Treasury are afforded special exemptions under the laws governing their issuance.
Four structures are used most often in the Dominican Republic. Placement Securities are placed on either the primary or secondary pey, and can be issued leh in paper form as a stock certificate or in electronic form Art.
Their trading activities are scrutinized by the Superintendent of Securities who is charged with maintaining the dominkcana of the market.
Also, shareholders of the company, foreign or local, who do not already have an individual tax number must obtain it at this time. This limited liability protection afforded to shareholders of these entities is strictly observed under the law, except in case of fraud or misrepresentation.
Be forewarned that Dominican company organization taxes are higher than those imposed on American companies.
Those with access to non-public market information that has market relevance to the price of publicly offered securities privileged information may not legally trade using this information for their own benefit or the benefit of third parties. It could consist of a board or of one or several individual managers.
For a minimum of ten years, retain company books and correspondence. A security exchange, individual, or company may function as a depository upon approval by the National Securities Council. Clearing a company name can be time consuming as most commonly selected names are already in use by others. A summary of such request will be published in the written media during two 2 consecutive days, so that any individual or body corporate may have the opportunity to oppose it.
If your attorney does not guide you in selecting the best company structure for your needs by explaining the advantages and disadvantages of the various options, change your attorney. Therefore, if time is important and the company name is not immediately critical, you have some options.
These companies must be approved by the National Securities Council. Many law firms retain shelf companies that are ready to go and available for purchase at a premium price. Placement Securities are placed on either the primary or secondary market, and can be issued either in paper form as a stock certificate or in electronic form Art. The National Council on Free Zones shall require an annual investment report, audited by a firm domjnicana authorized public accountants, showing the amount of exempted investments and the use given to such resources.
The four major taxable areas are: Simplified corporations can issue debentures and bonds privately, although not publicly. This Sub-direction shall report to the Director General of Customs. Joint ventures in the Dominican Republic generally consist of a contractual arrangement between two or more existing business entities for the purpose of carrying relublica a particular project or task. BARDmanages trading activities related to agricultural, agro-industry, and mining products including commodity and futures contracts and commodity derivatives.
None of the members, individually or collectively, are liable for the debt obligations of the company. Shares in an LLC are nonnegotiable. The value of company shares as well as its capital can be stated in domjnicana currency.
Administrative penalties are imposed by the Superintendent of Securities and include verbal or written warnings, suspension from the market, cancellation of market activities, and monetary fines. Any individual or company that violates the law is subject to administrative, civil, and criminal penalties. Simple Corporations cannot raise capital through public stock offerings, but are able to issue debt instruments to the public.
Interest on debt is tax deductible. Nonetheless, if the transfer is rejected, the shares in question must be purchased or redeemed by the other shareholders or the company.
The application requirements differ for a foreign applicant and a domestic applicant. Repeated offenses may result in double the last fine and permanent disqualification from market participation. Such regulations should be completed within a period of time not exceeding ninety 90 days from the enactment of this Law.
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If the amount due exceeds repiblica amount of income tax due, payments dominucana be made in two installments. Transfer of stock is essentially free except for restrictions in the by-laws. Gaceta Judicial, Santo Domingo, Such designation shall be made for a period of two years, in a rotating fashion.
The management of corporations must consist of a board of directors of at least three members, which do not have to be natural persons. The law defines a security valor as a right or amalgamation of rights having economic value, and that is freely negotiable on a securities market. The types of assets that can be securitized may vary in nature, but they share the common trait of restricted liquidity.
The sale in the territory of the Dominlcana Republic of articles produced by free-zone companies shall be considered as exports made by the free zone and imported into the Dominican Republic.
For companies operating on a calendar year, returns must be filed on or before April 30th. Every two years, renew the company registration with the Business Register.
Minimum of two shareholders, maximum of 50; spouses may be sole shareholders; minimum capital investment ofDominican pesos approx. The law is generally flexible, and imposes few capitalization requirements, but unlike some countries, Dominican companies are subjected to the same tax treatment regardless of structure.
Securities issued for the first time are offered to investors through the primary market, and are typically placed by companies to raise capital to start or expand operations. Finally, the law expressly permits the sale of approved securities in foreign currency and the payment of dividends in the currency consigned in the certificate.