Key takeaways
- Mercantile registration must be renewed every two years — it is not a one-time act.
- Companies must hold and document assemblies and keep corporate books current.
- The DGII calendar is monthly, with an annual return and advance payments on top.
- TSS obligations run monthly for any company with employees.
- Lapses surface at the worst moment — a sale, a loan, a tender or an audit.
Incorporating a Dominican company is a project with an end date. Keeping it in good standing is not. Most of the distress we are asked to repair in corporate files is not the result of a bad decision but of an unattended calendar — a registry renewal missed, assemblies never documented, filings skipped during a quiet year. Here is what actually has to happen, and when.
The registry layer
A company’s mercantile registration at the Chamber of Commerce is not permanent. Under Law 3-02, it must be renewed every two years, and the renewal is what keeps the certificate you hand to banks, landlords and counterparties current. A lapsed registration does not dissolve the company, but it does make it look inactive to everyone who checks — and the check happens exactly when you need to move quickly.
Alongside renewal, changes must be recorded: a new manager or director, a change of address or corporate purpose, a transfer of participations, an increase of capital. A registry file that does not match reality is the single most common finding in the diligence described in our guide to buying a business in the Dominican Republic.
The corporate-governance layer
Under Law 479-08, companies are expected to hold assemblies and to record what they decide. In practice that means an annual ordinary assembly approving the accounts and dealing with the management’s report, plus extraordinary assemblies whenever something structural changes.
Those decisions live in the corporate books — the minute book, the register of partners or shareholders, and the attendance records. Companies frequently treat these as a formality until the moment someone needs to prove who owned what and when, at which point reconstructing five years of undocumented decisions becomes an expensive exercise. Keeping the books contemporaneously costs almost nothing; recreating them costs a great deal.
The tax layer
The DGII calendar is monthly, but it follows the obligations assigned to the taxpayer. The IT-1 ITBIS return and payment are generally due by day 20; data formats 606, 607, 608 and 609 are generally due by day 15, and electronic sales invoices are not duplicated in 607. Assigned obligations can require nil filings during inactivity until the DGII record is formally changed. Annually, IR-2 follows the fiscal year, while the 1% asset tax applies to taxable assets and income tax paid is creditable under the Tax Code rules. The full picture is set out in our tax guide for foreign companies.
For in-scope legal persons, DGII Aviso 04-26 identifies beneficial owners through 20% or more direct or indirect ownership, or effective control even below 20%, and requires reporting at RNC enrollment or update and with IR-2.
Layered on top is the migration to electronic invoicing, which is a deadline rather than a routine, and one that arrives according to your taxpayer classification.
The employment layer
Any company with staff also runs the monthly TSS cycle — payroll notice, contributions, and reflection of joiners, leavers and salary changes in the period they occur.
What a lapse actually costs
Rarely a fine on its own. The real cost is optionality. A company whose registry file is stale, whose books are empty and whose filings have gaps cannot move quickly when an opportunity appears: the bank asks for documents that do not exist, the buyer’s lawyer raises findings that reduce the price, the tender requires certificates of good standing the company cannot produce. Compliance is unglamorous precisely because its value is invisible until the week you need it.
How to make it boring
Three habits solve most of it. Put every recurring obligation on one calendar with a named owner rather than splitting them across an accountant, an HR contact and a lawyer who each assume someone else is watching. Document decisions when they are taken, not when they are questioned. And treat dormancy as an active status — a company that pauses operations continues the obligations assigned by DGII until its status or obligations are formally changed, and telling the authorities is cheaper than explaining later. Our corporate desk maintains that calendar for clients who would rather not.
Who uses an annual compliance service
- Owners who operate a Dominican SRL, SAS or SA but divide administration among an accountant, payroll provider and manager.
- Dominicans abroad and foreign shareholders who need a local record keeper and a clear approval calendar.
- Companies preparing for financing, a public tender, a sale, a dividend or a change of ownership.
- Inactive or low-activity companies that still have assigned DGII obligations and cannot assume that silence ends them.
What Proxario coordinates
- A legal calendar tied to the company’s fiscal year, entity type, Registro Mercantil certificate and assigned tax obligations.
- The annual ordinary meeting, its agenda, attendance record and minutes, together with resolutions that are actually required by the bylaws.
- Maintenance of the minute book and the register of partners or shareholders, without replacing the accounting books maintained by the accountant.
- Registry renewals and separately scoped amendments when the public certificate no longer matches management, ownership, capital, purpose or domicile.
- Coordination with the company’s accountant on IR-2, beneficial-owner information and supporting corporate approvals.
- RNC updates for the individual designated as responsable del cumplimiento de las obligaciones tributarias, a DGII-facing role that does not replace disclosure of the beneficiario final.
- TSS and electronic-invoicing checkpoints, with the operational filing remaining with the appropriate payroll, accounting or technology provider unless included in the written scope.
A practical compliance calendar
| Checkpoint | Verified rule or planning trigger | File evidence |
|---|---|---|
| Annual ordinary meeting | For an SRL, Article 110 of Law 479-08 as amended requires the annual management report and financial statements to be submitted within 120 days after fiscal year-end. The applicable entity type and bylaws control the precise agenda. | Notice or waiver, attendance list, minutes and approved accounts |
| IR-2 corporate income-tax return | DGII publishes a deadline no later than 120 days after fiscal year-end; for a December 31 close, its 2026 calendar gives April 30, 2026. Confirm the calendar for the filing year. | Filed return, annexes, receipt and payment evidence where applicable |
| Beneficial-owner information | DGII requires qualifying legal persons to identify natural persons at 20% or more direct or indirect ownership, or persons exercising effective control, at RNC enrollment/update and in IR-2 annexes. EIRL treatment differs. | Current ownership chart, IDs and IR-2 annex support |
| Tax-compliance responsible person | Existing entities designate and register an eligible natural person through an RNC update supported by the applicable corporate act. This is distinct from the beneficial owner. | Accepted appointment, registered act and RC-02/RNC update evidence |
| Registro Mercantil | Renew every two years under Article 12 of Law 3-02 and record intervening changes through the proper service. | Current certificate and filed corporate documents |
| TSS payroll cycle | TSS publishes payment dates and states that payment without surcharge is due within the first three working days of the following month. Payroll facts and the official calendar must be checked each cycle. | SUIR payroll, payment notice and payment confirmation |
| Electronic invoicing | Law 32-23 uses taxpayer classifications. DGII Notice 06-26 extended the small, micro and unclassified group to November 15, 2026. Classification and any later official extension must be checked before relying on that date. | DGII authorization, certificate, e-CF configuration and acceptance records |
How the engagement works
- Map the file. We review the bylaws, latest Registro Mercantil, RNC record, ownership register, fiscal year and existing minute book.
- Assign responsibility. A written matrix separates legal records, accounting filings, payroll reporting and technology tasks so that no deadline sits between advisers.
- Prepare the corporate acts. We draft the meeting documents and resolutions supported by the actual accounts and decisions. We do not manufacture retroactive facts.
- Coordinate filings. Registry and RNC work included in the engagement is filed; DGII, TSS and e-CF operational work is coordinated with the designated provider. We confirm each authority’s current processing standard when the filing is scheduled.
- Close and docket. The client receives the completed record, a list of open points and the next calendar. A reminder is a control, not a guarantee that information supplied by others is complete.
Documents we request
- Current bylaws, Registro Mercantil certificate, RNC card or record and the company’s fiscal closing date.
- Minute book, ownership register, prior assembly minutes and any unfiled resolutions.
- Current partner/shareholder and management list, including IDs, passports and an ownership chart for indirect holdings.
- Financial statements and the accountant’s draft or filed IR-2 package for the relevant period.
- TSS status and payroll contact when the company has employees, plus its DGII electronic-invoicing classification or notices.
- A power of attorney and, where a foreign document will be used, the apostille/legalization and official Spanish translation required for that document and authority.
Illustrative example: the quiet company preparing for a bank loan
Example: an SRL with a December closing had filed tax returns through its accountant, but its last ordinary assembly was never entered in the minute book and the Registro Mercantil still named a former manager. Before the lender’s review, the company supplied the accounts and genuine management history. Counsel prepared the current annual meeting, analyzed the earlier gap instead of backdating a document, registered the manager change and renewed the certificate. This example is illustrative; the available corrective route depends on the real record.
Professional fees and official costs
Proxario quotes the legal review, annual acts and filing work in writing after reviewing the scope. Chamber charges, certifications, notarization, apostille, translations, courier charges, accounting services, payroll support and e-CF technology are separate. Official fees and authority timing depend on the filing, capital, jurisdiction and current tariff; Proxario confirms them before the client authorizes the engagement.
Official sources used for this calendar
Frequently asked questions
Does a Dominican company have to file if it had no activity?
DGII-assigned obligations generally continue during inactive periods until the taxpayer’s status or obligations are formally changed. Nil returns are required where an assigned obligation applies; not every company files every form.
Is mercantile registration a one-time act?
No. Law 3-02 requires renewal every two years. Changes such as a new manager, address or transfer of participations must also be recorded so the registry file matches reality.
What are the corporate books and do they matter?
The minute book and the register of partners or shareholders record decisions and ownership. They matter most in a sale or financing, when someone must prove who owned what and when.
What happens if we have not held assemblies for several years?
The position can usually be regularised, but reconstructing undocumented decisions retrospectively is far more expensive than recording them contemporaneously, and gaps typically surface during diligence.