The special features of the S.R.L. are mainly the following: S.R.L.’s are usually used only if any of their special featuresare especially appealing to the investor. ![]() The “ Sociedad de Responsabilidad Limitada”, also referred to as “ S.R.L.”, “ Limitada” or “ Ltda”, is a simpler form than the “ Sociedad Anónima” and in most cases fills-up the blanks on its legal treatment from the much broader regulation of the “ Sociedad Anónima”. In both cases, shareholders are only responsible for their participation on the company’s social capital and their own personal assets are fully protected and out of reach from any potential creditor the company may have. Such corporate forms are the “ Sociedad de Responsabilidad Limitada” and the “ Sociedad Anónima”. Although Dominican Republic commercial law contemplates many types of corporate forms, only two of them offer the investor the comfort of having structures similar to the limited liability companies to which he or she may be used to in their countries of origin. Both cases require a special and formal procedure that may take several weeks.Īs mentioned before, in the great majority of cases, the use of a local corporate entity is preferred. In any event, if a foreign entity will be used, note should be taken that we normally recommend to register the foreign entity in the Dominican Republic Commercial Register as a branch or at least to register specific powers of attorney for such also in the Dominican Republic Commercial Register. Although foreign corporate entities can own land and engage in business activities in the country, registration procedures (both at the Public Register and with government entities) as well as negotiation of contracts with private parties can get complicated, delayed and/or find obstacles when they are involved. Our advice is, in most cases, the use of a local entity. ![]() The first question often asked by our clients is whether to use (or form) a Dominican Republic corporate entity or one already existing and controlled by such individuals abroad. Ownership through a corporation allows to have flexibility and more predictability on areas ranging from estate planning (if share ownership is properly structured the investor can avoid his heirs a painful and lengthy long-distance probate procedure), tax management (as an example, rules on corporate expenses are more flexible than the ones on personal ones), and representation (shareholders meetings can facilitate granting special powers of attorney or other types of authorizations for many actions thus not requiring physical presence in the country). This decision is a very wise one, and it is what we highly recommend to our clients as the first choice to be followed. Many foreign individuals starting a business in Dominican Republic or merely purchasing real estate for investment purposes decide to use a corporate entity as the owner of such. ![]() CHOOSING A CORPORATE STRUCTURE TO DO BUSINESS AND/OR INVEST IN REAL ESTATE IN DOMINICAN REPUBLIC
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