Key takeaways
- Shares carry history: tax, labor and litigation liabilities transfer with the company.
- The hidden number is labor severance (prestaciones laborales) accrued by every employee.
- DGII debts follow the company — always pull the tax account status before signing.
- Land owned by the target deserves full title diligence, exactly like a property purchase.
- Escrow the surprises: holdbacks turn diligence findings into price protection.
Good Dominican businesses change hands every week — hotels, distributors, clinics, factories. The buyers who do well all run the same playbook: decide the structure early, do diligence like they mean it, and paper the findings into the price.
Share deal or asset deal?
Buy the shares and you step into the company as it is — contracts, licenses and history included, liabilities too. Buy the assets and you choose what you take, at the cost of re-papering contracts, permits and employees. In the DR the deciding factors are usually tax exposure, labor liabilities and whether key licenses can be transferred at all.
The Dominican due-diligence checklist
- Corporate — Mercantile Registry file, bylaws, assemblies, share ledger and powers of attorney.
- Tax — DGII account status, open assessments, ITBIS and withholding compliance, fiscal receipts (NCF/e-CF) discipline.
- Labor — contracts, TSS social-security standing, and the accrued prestaciones a buyer inherits with every employee.
- Real estate — certificate of title verified at the Registro de Títulos, liens, deslinde status, IPI property tax.
- Contracts & licenses — change-of-control clauses, sector permits, sanitary registrations where products are regulated.
- IP — ONAPI marks and patents registered to the company, not the founder personally.
- Litigation — court and labor-tribunal searches.
Papering the findings
Diligence findings become representations and warranties, closing conditions, price adjustments and escrowed holdbacks. In practice, a 10–15% escrow against tax and labor surprises is the cheapest insurance a Dominican buyer can purchase.
Closing day, done properly
Funds through escrow, endorsed shares or notarized transfer documents, corporate approvals in the minutes, and same-week filings with the Mercantile Registry and the DGII. Our corporate & M&A desk runs the sequence so nothing is left half-transferred.
Every situation has its own facts — for guidance on yours, book a free consultation with the desk that wrote this guide.