Dominican SRL formation
Build the Dominican Republic’s common closely held company around real ownership, manager authority and practical transfer rules—not a generic filing packet.
Who usually chooses an SRL
A Sociedad de Responsabilidad Limitada (SRL) is a Dominican limited liability company built for a defined group of members. Ownership is represented by cuotas sociales, or membership quotas, rather than freely circulating shares. The format often fits family companies, professional businesses, operating ventures and real estate holding companies that want a gate around new ownership. Limited liability depends on genuine separation; it does not erase a personal guarantee, fraud, a manager’s own misconduct or liabilities created by mixing company and personal assets.
- Two or more entrepreneurs starting a Dominican operating company.
- Foreign owners who want a local entity with an appointed gerente.
- Families that need transfer, succession and voting rules in writing.
- Partners who will sign contracts, hire staff or hold assets through one vehicle.
The old RD$100,000 minimum is no longer the law
Article 91 of Law 479-08, as amended by Law 31-11 and Article 3 of Law 68-19, lets the members set capital and quota value in the estatutos sociales, or bylaws. DGII’s official answer confirms that an SRL has no statutory minimum capital, requires at least two members and keeps a minimum nominal value of RD$100 for each quota. The Santiago Chamber currently lists two to fifty members. Capital still needs to make commercial sense and be supported by the agreed contributions.
| Decision | What the documents should answer | Why it matters |
|---|---|---|
| Ownership | Contribution, quota count and percentage for every member. | Prevents uncertainty over promised or unpaid value. |
| Managers | Who represents the SRL, signature limits and reporting duties. | Separates routine authority from member approval. |
| Transfers | Consent, first-offer rights and treatment of successors. | Controls entry of an unwanted third party. |
| Reserved matters | Debt, asset sales, new members and related-party transactions. | Protects owners without freezing daily operations. |
What Proxario handles
- Entity comparison and a written SRL structure recommendation.
- Trade-name clearance and application through ONAPI.
- Estatutos sociales, acta constitutiva, member list and manager acceptance.
- Capital, quota, voting, signature and transfer provisions tailored to the owners.
- Registro Mercantil filing with the Cámara de Comercio y Producción for the domicile.
- Registro Nacional de Contribuyentes (RNC) enrollment with DGII and TSS coordination if the company hires.
How the formation moves from plan to active company
- Business map. We identify members, beneficial owners, contributions, activity, address and manager roles.
- Name and bylaws. ONAPI work runs alongside a first draft that reflects the real deal among the owners.
- Execution. We organize signatures, powers of attorney, apostilles and official Spanish translations for overseas participants.
- Commercial and tax registration. The company is filed at the Chamber and then enrolled for RNC. We confirm the filing-date document list, official charges and published response standards before submission.
- Handover. We deliver an organized record and explain books, meetings, renewal, tax, TSS and beneficial-owner duties.
Documents and information we request
- Current passport or Dominican ID for every member, manager and beneficial owner.
- Address information and any evidence the filing authority requires for that participant.
- A precise activity description, contribution plan and source-of-funds information.
- Registered-office details and authority to use the address when applicable.
- Apostilled corporate records and official translations if a member is a foreign entity.
- A narrowly drafted, apostilled power of attorney when an owner signs abroad.
Illustrative scenario: two consultants sharing a practice
An architect brings client relationships while an engineer contributes equipment and will manage delivery. Their bylaws record both contributions, reserve major borrowing for joint approval and let the gerente sign ordinary project contracts within a limit. A transfer clause gives the remaining member a defined process if one wants to exit. The structure makes expectations inspectable; it does not guarantee that the partners will never disagree or determine their tax treatment. The scenario is illustrative.
Professional fees and public charges are separate
Our written proposal identifies the professional fee for advice, drafting, coordination and filings after the scope is reviewed. ONAPI, Chamber, DGII, translations, apostilles, courier and certifications appear separately. The applicable company-formation tax, official charges and published response standards are confirmed against the entity type and filing date before the proposal is finalized.
Frequently asked questions about srl formation
Can one person form an SRL?
No. DGII’s official guidance confirms at least two members. A natural person who will be the only owner can consider an EIRL, but it has a different legal and governance model.
Does an SRL still need RD$100,000 of capital?
No. Law 68-19 removed that former statutory minimum. The members set capital in the bylaws, while each quota retains a minimum nominal value of RD$100.
May a foreign national own SRL quotas without Dominican residence?
Foreign ownership is possible, but identity, beneficial-owner, RNC and document formalities still apply. Overseas records may need apostille or legalization and official Spanish translation.
Does the company shield every personal asset automatically?
No. Protection depends on proper formation and separate administration, and it does not neutralize personal guarantees, fraud, an owner’s own conduct or unlawful distributions.
Can a member sell quotas whenever they want?
Transfers follow Law 479-08 and the bylaws. Consent, preference, registry, RNC and tax steps should be checked before anyone signs a sale commitment.
Official sources reviewed
- DGII — consolidated Law 479-08
- DGII — Law 31-11
- DGII — Law 68-19
- DGII — official SRL capital answer
- Santiago Chamber — current entity characteristics
Related services
Build the SRL around the actual partnership
Set contributions, authority and exit rules before standard documents harden assumptions that the owners never discussed.