Corporate, M&A & commercial contracts in the Dominican Republic
Beyond incorporation: the deals, contracts and governance that keep a Dominican operation moving — from a share purchase or joint venture to the shareholders’ agreement behind it — negotiated, papered and closed by one corporate desk.
Buying, selling and combining Dominican businesses
Under Law 479-08, acquisitions here run through the same broad stages you know from other jurisdictions — letter of intent, due diligence, purchase agreement, closing — but the risks concentrate in very Dominican places: unpaid DGII taxes that follow the shares, accrued labor severance (prestaciones laborales) that follows the workforce, and land that is only as good as its title at the Registro de Títulos. We structure the deal — share purchase, asset purchase or joint venture — around those risks, with representations, escrows and conditions that actually bite.
Due diligence built for Dominican reality
- Corporate standing — Mercantile Registry file, books, assemblies and powers.
- Tax — DGII account status, open assessments, ITBIS and withholding history.
- Labor — headcount, contracts and the severance liability a buyer inherits.
- Real estate — title verification, liens and deslinde status.
- Contracts & licenses — change-of-control triggers, permits, regulatory approvals.
- IP — marks and patents actually owned by the target, not its founder.
Contracts & governance, day to day
Shareholders’ and quotaholders’ agreements, joint ventures, distribution and supply arrangements, service agreements — drafted bilingually, enforceable locally, and consistent with your group templates. On the governance side we run boards and assemblies, keep minutes and corporate books current, and handle capital increases, transformations and mergers when the structure needs to change.
Closings that actually close
Funds through escrow, signatures apostilled where partners sign abroad, filings sequenced with the Mercantile Registry and the DGII — and a single closing checklist that both sides can trust.
Frequently asked questions
Should I buy the shares or the assets of a Dominican business?
Shares are simpler operationally but carry the company’s history — tax, labor and litigation liabilities come along. An asset deal lets you pick what you take but requires re-papering contracts, licenses and employees. We model both, price the risk, and paper whichever the numbers favor.
What usually goes wrong in Dominican acquisitions?
Three classics: DGII debts discovered after closing, accrued severance that was never provisioned, and land whose title does not match what was promised. All three are findable in diligence — which is exactly why diligence here is not optional.
Are shareholders’ agreements enforceable in the DR?
Yes. Law 479-08 gives partners wide contractual freedom, and a well-drafted agreement — drag/tag rights, transfer restrictions, deadlock mechanics — is enforceable between the parties. We align it with the bylaws so the two never contradict each other.
Let’s paper your Dominican deal
Free consultation, a diligence plan in plain English, and written fixed-fee phases from LOI to closing.
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