Company formation in the Dominican Republic: SRL, SAS, SA and EIRL

Who this service is for

• Dominican founders deciding between an SRL, SAS, SA or EIRL before they file.
• Foreign individuals or companies establishing a Dominican operating company, subsidiary or joint venture.
• Real-estate, consulting, technology and family ventures that need ownership and signing rules documented from day one.
• Existing projects whose online route, foreign documents, in-kind contributions or regulated activity require coordinated handling.

What Proxario handles

• Entity selection, ownership mapping, beneficial-owner review and governance design.
• Trade-name coordination, corporate documents and the required initial approvals.
• Registro Mercantil filing with the competent chamber and the DGII application for the RNC.
• A launch checklist separating formation from banking, invoicing, TSS, licences and recurring compliance.

The company starts with a governance decision

A filing service can produce a certificate. A proper formation creates a vehicle that can survive a bank review, an investor’s due diligence and a disagreement between its owners. Dominican Law 479-08, as amended by Law 31-11, supplies the framework. Law 68-19 later changed the SRL capital rule. The founders still have to turn that framework into workable estatutos sociales: who can sign, which decisions require consent, how interests move and what happens when someone leaves.

Limited liability is meaningful, but it is not permission to ignore the entity. Personal and company funds should remain separate, approvals should be recorded and the person signing a contract should have authority. We design those controls at formation rather than trying to manufacture a clean record for a lender or buyer years later.

Dominican entity comparison

The statutory floors are confirmed directly in the official texts: Article 369-6 sets SAS authorised capital at no less than RD$3,000,000, with at least 10% subscribed and paid; Article 160 and Article 164, paragraph II set the SA floor at RD$30,000,000 and require one-tenth to be fully subscribed and paid. The Cámara de Comercio y Producción de Santiago listed the same figures on October 28, 2026. Because both statutory provisions permit a conditional regulatory adjustment, Proxario checks the current MICM and competent-Chamber publications before the capital documents are finalised.

SRL: quotas, not shares

The SRL is often compared with a limited liability company, but the Dominican rules should be read on their own terms. It has partners and cuotas sociales, not freely traded shares. Two to fifty partners may participate, and one or more natural persons manage it. Law 68-19 removed the former RD$100,000 capital floor. The partners now choose the amount in the bylaws, subject to a minimum nominal value of RD$100 for each quota and full subscription and payment at formation. Any source that still presents RD$100,000 as current is using the pre-2019 rule.

SAS: flexibility inside a share company

An SAS is not a single-member shortcut. It begins with at least two shareholders and uses nominative shares. Its bylaws may shape the management body, voting mechanics and transfer restrictions with considerably more freedom than an SA. A president represents the company and may act as sole administrator or lead a collegiate body. The SAS cannot publicly offer securities. That combination can suit a growth company or joint venture, but only if the drafting actually addresses reserved matters, dilution, deadlock and exits.

SA: a formal board structure

The SA carries the highest capital floor in this comparison and must have a board of at least three members. Its architecture supports more formal governance and, subject to securities law and supervision, public-market activity. It should not be selected simply for prestige. Board procedure, statutory auditors, meetings and capital rules impose real administration that should match the venture’s scale.

EIRL: separate entity, single human owner

An EIRL is not an informal sole proprietorship. It has its own legal personality and estate, while belonging to one natural person; a legal entity cannot form or acquire one. The owner sets the capital, with no statutory minimum or maximum, and either manages it or appoints another natural person. If a second economic owner is expected soon, starting with an EIRL may create an avoidable restructuring step.

The ordinary formation route

1. Set the facts. We identify owners, beneficial owners, percentages, activity, registered domicile, capital, contributions and management. A regulated business is screened for licensing before anyone promises an opening date.
2. Protect the trade name when relevant. ONAPI registration protects the name, designation or abbreviation used commercially. DGII describes it as the standard pre-RNC step, although its detailed RNC checklist treats the certificate as conditional. On October 28, 2026, ONAPI listed RD$4,755 and one working day; confirm the live fee and service standard before payment.
3. Draft the corporate record. The estatutos sociales, acta constitutiva (constitutive meeting record) or EIRL constitutive act, subscriptions, management appointments and contribution evidence must tell one consistent story. Where several owners are involved, a separate owners’ agreement may deal with exits, vetoes and deadlock.
4. Address the formation tax for the filing date. For fiscal year 2026, DGII publishes 1% of authorised capital, never below RD$1,000 when applicable, and identifies EIRLs and foreign companies as exempt. Article 58 of Law 30-26 and DGII Notice 10-26 repeal Article 10 of Law 173-07 from fiscal 2027 within that article’s stated entity and transaction scope; contributed capital assets remain subject to the applicable transfer taxes. Proxario confirms the entity-specific treatment against current DGII guidance on the actual filing date before any payment is made.
5. File with the correct Chamber. The Registro Mercantil application goes to the Cámara de Comercio y Producción for the company’s domicile. Law 31-11 calls for the application within one month after the constitutive act. Full legal personality begins upon registry enrolment.
6. Obtain the RNC. DGII accepts applications through its Virtual Office and in person. Its current service catalogue publishes three working days for an online application, six for an in-person application, twenty-five where there are in-kind contributions, and fifteen where it verifies the economic activity, at no service charge. Those are DGII response standards, not an end-to-end formation guarantee.
7. Activate the business. Fiscal receipts, bank onboarding, internal books, contracts and sector permits follow. An employer with salaried workers then registers with TSS; an owner-only or dormant entity should not be described as automatically needing immediate employer enrolment.

Digital routes: useful, but not interchangeable

Formalízate currently offers the individual-business route, EIRL and SRL. It publishes a three-to-seven-working-day estimate for a standard EIRL or SRL file. That estimate does not cover an SA, SAS, negotiated governance, a foreign-company structure or a matter requiring special review. Its FAQ also continues to show the obsolete RD$100,000 SRL minimum; Law 68-19 controls that legal point.

Empresas en 24 Horas is a public beta introduced in 2026. Its first phase covers eligible individual businesses, EIRLs and SRLs for adult Dominican citizens with a physical address in the National District, without foreign or minor partners, in-kind contributions or special sector review. The service is hybrid. Its 24 working hours refer to institutional processing during the stated service window; later physical steps are excluded and an objection takes the file outside that target.

Foreign shareholders are generally permitted under Dominican investment law, but they do not fit that beta. A foreign-owned company, an SAS or SA, an in-kind contribution, an overseas corporate shareholder or a regulated activity normally follows Formalízate where supported or the coordinated traditional route.

Illustration: a regional consultancy entering Santo Domingo

Assume a U.S. consulting group and its Dominican managing partner will own a local operation 70/30. They want the local manager to sign ordinary contracts, but the parent must approve debt, new equity and a sale. The 24-hour beta is unavailable because a foreign company will be an owner. An SRL may work if the quota structure and transfer controls suit the parties; an SAS may be better if share mechanics and bespoke governance are central. The sequence is not merely “register a company”: verify the foreign parent’s documents and authority, decide whether a trade name will be protected, draft the Dominican governance, authenticate the required foreign instruments, file the Mercantile Registry, obtain the RNC and then pass the bank’s source-of-funds and beneficial-owner review. The correct answer comes from the reserved matters and future capital plan, not from which entity is cheapest to register.

What the numbers do — and do not — tell you

Documents and decisions you provide

• Identity. IDs or passports, addresses, nationalities, civil status and tax identifiers for every owner and manager.
• Ownership and control. Percentages, the ownership chain and every beneficial owner or person exercising effective control.
• Business description. A precise activity statement, expected customers, source of funds and any regulated product or service.
• Name and domicile. Two or three trade-name options and a real address in the province where the company will be registered.
• Capital. Amount, currency, allocation and evidence for cash or property; in-kind contributions require separate valuation and filing analysis.
• Decision rules. Manager, president or board; signing authority, reserved matters, transfer rights and dispute mechanics.
• Foreign papers. Powers, shareholder resolutions and corporate certificates, with the authentication and Spanish translation the receiving institution requires.
• Launch plan. Bank account, invoicing, contracts, payroll/TSS, premises, licences and recurring compliance.

After the certificate

The Mercantile Registry is renewed every two years. Corporate decisions need minutes, DGII obligations begin on the assigned schedule, and changes to owners, managers, capital or domicile must be reflected through the correct Chamber and tax updates. Beneficial-owner information must remain accurate. Banking remains an independent KYC exercise: the bank may ask for the registry certificate, bylaws, resolutions, ownership records, source-of-funds evidence and direct action by the authorised signers. If the company hires salaried staff, TSS publishes a free employer-registration service with a five-working-day standard for a complete file.

Engagement scope — coordinated company formation

What Proxario handles

• Structure conference and entity recommendation
• Trade-name review and ONAPI coordination when relevant
• Bylaws or constitutive act and initial management documents
• Mercantile Registry filing
• DGII / RNC application
• Initial corporate kit and launch checklist

Quoted separately where needed

• Negotiated owners’ agreement or investment documents
• In-kind contributions, translations, apostilles and foreign powers
• Banking, TSS, sector permits and recurring compliance

Official charges and third-party costs are separate. Professional fees are stated in writing after the matter and scope are reviewed.

Scope my Dominican company

Official sources used

• Consolidated Law 479-08, including SA Articles 160 and 164, paragraph II
• Law 31-11, including SAS Article 369-6
• Law 68-19 on SRL capital
• Law 16-95 on foreign investment
• DGII legal-person and pre-RNC guidance
• DGII legal-person RNC requirements, service channels, cost and response standards
• Santiago Chamber current entity information
• ONAPI trade-name service
• Formalízate published scope and timing
• Empresas en 24 Horas beta conditions
• DGII Notice 10-26 on the fiscal-2027 repeal
• TSS employer registration for legal entities

Frequently asked questions