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* Takes place simultaneously with another procedure.
Registration Requirements Details
Procedure 1.
Check company name and purchase it on-line
Time to complete:
1 day
Cost to complete:
DOP 3776
Name of Agency:
Comment:
With the introduction of the virtual portal : www.creatuempresa.gob.do, the applicant can search and pay for a fee of DOP 3,607 for its company name.
Procedure 2.
Arrange for the publication of the company name in the monthly publication of the National Office of Industrial Property (Oficina Nacional de la Propiedad Industrial)
Time to complete:
10 days
Cost to complete:
DOP 971
Name of Agency:
Comment:
The company name announcement is published in a national circulation newspaper in about 10 days. The company name announcement is published in a national circulation newspaper only the 15 or 30 of each month. The National Office of Industrial Property publishes the list of requested business/corporate names and their petitioners twice a month. After that publication, third parties may lodge protests within 45 days. The publication receipt suffices for the company to continue with subsequent simultaneous formalities. The publication can also be in the virtual portal of www.onapi.gov.do (oficina nacional de propiedad industrial-national office of the intelectual property) The Decree 326-06 dated 8 August, 2006 modifies Article 66 of the Application Ruling of Law 20-00, establishing that after the petition or request of the registration of a commercial or trade name is made the National Office of Industrial Property (ONAPI) has a time limit of five (5) business days to issue the Formal Certificate. The actual value for the publication is DOP 971. After requesting the registration of the commercial name, in a term of 5 labor days, ONAPI issues its response; if the registration is accepted, immediately the Certificate of Registry is handed over, for which an amount of DOP 971 has to be paid, to cover the costs of publication. If ONAPI rejects the registration of the commercial name, a term of 60 days is given to the solicitor to answer the rejection. When the publication is paid, ONAPI, publishes the registered name, with the information of the certificate, in the official bulletins that are published every two weeks (15 and 30 of each month) in a newspaper of national circulation (currently "El Nacional").
Procedure 3.
Notarize a sworn declaration of subscription of shares
Time to complete:
2 days (simultaneous with procedure 2)
Cost to complete:
DOP 1000 notary public fees + 16% ITBIS tax
Name of Agency:
Comment:
Notary fees range from DOP 150 to DOP 2,000. Article 67, Section 27 of Law 479-08 established minimum fees for notary services, but in practice parties usually agree to larger amounts.
Procedure 4.
Payment of Incorporation tax
Time to complete:
1 day
Cost to complete:
1% of the capital
Name of Agency:
Comment:
The relevant incorporation taxes are paid by certified check issued to the Collector of the Internal Revenue Department (Colector de Impuestos Internos), through online banking (BHD and Leon banks) or at the counter at Banco del Progreso. According to new Law of Eficiencia Recaudatoria (from April 1st 2007) , the incorporation taxes have been unifie and only one tax should be paid that accounts as 1% of the amount of the authorized capital. The incorporation tax can also be paid directly at the Internal Revenue Service offices (Dirección General de Impuestos Internos). Also, if the ammount does not exceed DOP 5,000, it can be paid in cash. This tax is also payable at the counter of Banco de Reservas.
Procedure 5.
Register the company and obtain the identification (RNC) number on-line
Time to complete:
5 days
Cost to complete:
DOP 5,100
Name of Agency:
Comment:
The Dominican Republic has enacted a new law that represents a complete revision and overhaul of its company law. The Law on Business Associations and Individual Proprietorships with Limited Liability Law No. 479-08 was passed on December 11th, of the year 2008 and comes into effect on June 19th, of the year 2009. The Law constitutes a move from an outdated and deregulated company law system to a modern and more regulated one. The new law aims at a complete modernization of title III of the Dominican Code of Commerce, which it repeals and replaces. It is intended to regulate company processes that previously lacked regulation and to strengthen the protection of interested parties and stakeholders. In this vein, the new law introduces two new vehicles for doing business: limited liability companies (LLCs) and individual proprietorships with limited liability (IPLLs), which allow individual business owners to keep their personal property from the reach of their business creditors by placing their business assets in a limited liability entity. The Law also regulates the most significant corporate processes (mergers, spin-offs, increase and decrease in capital, purchase and redemption by a company of its own shares, dissolution and liquidation) and sets forth corporate governance rules and provisions tending to achieve greater transparency.
First, all the incorporation documents have to be filed at the Mercantile Registry, and the fees mentioned above must be paid according the authorized capital of the company (in this case DOP 5000 for the incorporation and DOP 1,100 for the registration of the documents). The fee for the registration of a new company includes 2 sets of documents free of charge. Within three (3) days, the Mercantile Registry Certificate will be issued. The next step is to file for the National Taxpayers Registry at the Internal Revenue Service (DGII for its acronym in Spanish). This procedure is free of charge and takes five (5) days.
For companies to obtain the mercantile registration certificate, Law 3–02 establishes compulsory registration of all corporate documents at the Mercantile Registry of the Chamber of Commerce corresponding to the company’s domicile. The certificate is renewed every two years. Fees are based on the company’s authorized capital and are calculated according to the fee schedule established by each Chamber of Commerce and Production every two years. Fees do not vary significantly by location.
Fees for document registration: - Originals: DOP 100 (each document). - Copies: DOP 50 (each document). - Usual cost: DOP 1,100 (one set of originals and six sets of copies).
Procedure 6.
File for the National Taxpayers Registry at the Internal Revenue Service (DGII) and apply for fiscal receipts.
Time to complete:
2 days
Cost to complete:
no charge
Name of Agency:
Comment:
According to Decree 254–06, companies that render services or whose operations require the transfer of goods must issue receipts with a fiscal number (numero de comprobante fiscal). The application can be made online. Within 5 working days, the Internal Tax Directorate must analyze the information and notify the taxpayer (either physically or electronically) of the administrative resolution of the authorization to issue the fiscal receipts. Even in the case that the application for the National Taxpayers Registry is made online, through the Internal Revenue Service’s webpage, physical documents still need to be filed at the Internal Revenue Service. Additionally, even if the incorporation is undertaken via the virtual portal creatuempresa.gob.do, physical documents still need to be filed both at the Mercantile Registry and the Internal Revenue Service.
Procedure 7.
Register local employees with the Department of Labor
Time to complete:
2 days
Cost to complete:
DOP 250
Name of Agency:
Comment:
Forms DGT-3, DGT-4, and the employer’s registration form (registro nacional laboral, RNL) must be completed within the first week of employment. The following forms, found at the local Department of Labor office, must be filed: a list of permanent personnel and employee work schedules and vacation periods.
Fees for registering local employees with the Department of Labor: The book of visits costs DOP 250, whereas the Registration of personnel Form costs DOP 300 for each 50 employees This procedure can be completed only once the taxpayer's identification number has been obtained.
Procedure 8.
Register employees at the main social security office (Consejo Nacional de Seguridad Social, CNSS)
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
To control the contributions made by the company (the employer) and the employee, every company shall be registered and file the list of its employees at the Social Security National Treasury (Tesorería Nacional de la Seguridad Social, TNSS), a dependency of the main social security office (Consejo Nacional de Seguridad Social, CNSS). The TNSS distributes all the contributions to each plan’s corresponding administrator. According to the Law 188-07 dated August 2007: - Retirement Plan of 9 % of the employee's salary to the Administradora de Fondos de Pensiones (AFP)( 6.42% by the employer and 2.58 % by the employee at a public or private organization) - Health plan: Administradora de Riesgos de Salud (ARS), 9.53% of the employee’s salary as of May 1, 2007 ( 6.67% by the employer and 2.86% by the employee) - Labor risk plan: Administradora de Riesgos Laborales (ARL)
Under Law 87-01, employers must register employees at the CNSS within 3 days of hiring them or upon the start of business. New ARS provisions came into effect on May 1, 2007. According to law, the contribution should be 9% of the employee´s salary. That contribution is paid 70% by the employer and 30% by the employee. This procedure can be done online : http://www.tss.gov.do/ or at the Tesorería Nacional de la Seguridad Social.
The ARL contributions are set according to the risk index of the activities carried out.
The percentage of the employee's salary paid into the AFP is now 5%.
A taxpayer's identification number is required to proceed with TSS registration of an entity. This procedure may, however, be carried out simultaneously with registration with the Department of Labor.
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