Corporate Legislation

Author:Dr. Lic. Samuel Rojas
Profession:Guerrero, Pereyra, Leger Y Asocs.
 
FREE EXCERPT

Commercial and civil corporations exist in the Dominican Republic. Commercial corporations are those that are incorporated in order to carry out acts of commerce or intermediary action for profit.They are classified into four categories:Partnerships (Sociedad en Nombre Colectivo): This is a corporation made up of partners, whose essential element is the person of the partner who assumes an obligation of joint liability for the commitments of the company. The shares of this corporation can't be transferred or assigned without the consent of the other partners.Share Corporations (Sociedad Anonima o Compañia por Acciones): This is a corporation formed by shareholders, whose essential element is not the person but rather the contribution of capital. The capital is divided into shares that can be assigned and transferred. Each shareholders participates in the profits and losses in proportion to the number of shares they have in the company .The liability of the shareholders is limited to the amount of their capital contribution. Limited Partnerships (Sociedad en Comandita): This corporation is constituted by two kinds of partners: The full partners with unlimited liability for the commitments of the company; and the limited partners, with liability limited to the amount of their contribution.Participation Associations (Sociedad en Participación): Associations in which each partner acts in his own name as if he were alone in the corporation. These corporations are constituted for effecting a transaction; once effected, the entity is terminated. They are not incorporated; they are created by a simple agreementThe formation of a Share CorporationThe name of the company formed ad its domicile;object of the corporation;Full name of the founders, including: nationality; civil status; profession; residency and number of identification card or Passport or Social Security number;List of Shareholders with their full name, including: nationality; civil status; profession; residency and number of identification card or Passport or Social Security number, and the number of shares subscribed by each one. The Law requires a minimum of seven (7) shareholders, among which another company can be included, in which case, its corporate seat; the law of the country or state where it was incorporated and the full name and birth date of the person representing it must be listed;The amount of authorized corporate capital and that of subscribed and paid in capital;The number of shares...

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