On 9 June, 2010, President Fern?ndez enacted Law # 73-10 which extends the deadline for existing corporations to comply with the new company law until December 11, 2010.
- Thread starter Fabio J. Guzman
- Start date
Deadline for old S.A.'s extended again
how long does the process take? i started it last year December and still did not get the new srl back..... it's now 6 months...is that normal?
thanks a lot for the important update, Fabio.
Santa,
i called my lawyer in st dgo and told her to start the process, she sent me the requisits the same day by e-mail, so i packed the requested papers in a envelope and sent them to her by Metro.
she sent me the papers to sign over around 2 months later, but we've not been in a rush, maybe it could have been done quicker.
you will get a thick staple of paperwork to sign for the sales of the shares of your S.A., to be signed by all your shareholders, you need to include a copy of the cedula of the shareholder who been the secretary for the S.A.'s finances, then there is the new constitution for the new company form, in my case a SRL, to be signed by myself as the SRL mainshareholder and my wife who is the only partner in my new company form. here also a cedula copy included from my wife and the financial report for the last at least 6 months from the S.A., that report i simply advised my accountant who lives in st dgo like my lawyer, she had that prepared and my lawyer sent a messenger to pick it up.
Mike
Santa,
i called my lawyer in st dgo and told her to start the process, she sent me the requisits the same day by e-mail, so i packed the requested papers in a envelope and sent them to her by Metro.
she sent me the papers to sign over around 2 months later, but we've not been in a rush, maybe it could have been done quicker.
you will get a thick staple of paperwork to sign for the sales of the shares of your S.A., to be signed by all your shareholders, you need to include a copy of the cedula of the shareholder who been the secretary for the S.A.'s finances, then there is the new constitution for the new company form, in my case a SRL, to be signed by myself as the SRL mainshareholder and my wife who is the only partner in my new company form. here also a cedula copy included from my wife and the financial report for the last at least 6 months from the S.A., that report i simply advised my accountant who lives in st dgo like my lawyer, she had that prepared and my lawyer sent a messenger to pick it up.
Mike
Thanks Mike! This stack of papers i signed like you described it, in the mid of december 09 and from there it has been send to SD. Still did not hear back. My lawyer told "well this is Dominican Bureaucracy" ....But when i started the process i got told 2 to 3 months...no have half a year without news.
maybe the papers got deposited with the appropriate office of the gubmint and they are overflown with work or such, i dont know.
maybe Fabio can tell us if such is the case.
til now my lawyer did not tell me that there would be any longer waiting time, it was her pressuring me to send the papers back soon and not waste time.
Mike
maybe Fabio can tell us if such is the case.
til now my lawyer did not tell me that there would be any longer waiting time, it was her pressuring me to send the papers back soon and not waste time.
Mike
From my point of view, I wasn't pleased with the changes. I followed the letter of the law and did everything the way it should have been done. Then, the scamster lawyers in Congress changed the rules to the benefit of the DR legal profession and are forcing us to pay a second time to "recreate" or shut down the same company.
If they wanted to create divisions of new entities, then why the heck didn't they do THAT, and make the affected large companies (only) make the appropriate changes? Or failing that, create a cost-free way for the little guys to either be grandfathered in or be able to close down their old company at no cost?
Is everyone else happy about paying an attorney another US$800+ to change or close out their company, which was already legal and paid for? This wouldn't fly anywhere else.
If they wanted to create divisions of new entities, then why the heck didn't they do THAT, and make the affected large companies (only) make the appropriate changes? Or failing that, create a cost-free way for the little guys to either be grandfathered in or be able to close down their old company at no cost?
Is everyone else happy about paying an attorney another US$800+ to change or close out their company, which was already legal and paid for? This wouldn't fly anywhere else.
But the Gov. made a whole lot of $$$. Someday people who elect these people will get wise. Within the next few years I hope.
the change costed me including lawyer fees 20K pesos, that should not be that big of a deal when running a company i guess.
it was done hassle free, no travels etc involved, just signing papers and paying the fee, where's the big deal?
lets be honest on the case, for a very big %%% of til today existing S.A.'s with their signed 7 shareholders, those shareholders been in reality just 7 people the company owner knew and who had a cedula and they did him the favor to sign the papers, so a company could be constituted, a big number of small companies started that way, it was the only way to form a legal company by the old rules, it was exactly the same for my own business when i started long years ago.
but did those companies comply to the requirements of the Law like for example helding the company's year's closure every end of the year with all shareholders present and signing the papers?
for most sure not.
the people who signed to form such companies as a favor to the new business owner usually have not even a clue about their responsability in regards of that company they signed the papers for.
the new company forms change that, they offer to form/run/transition a company run by just one person, or like in my case a SRL owned by 2 persons/me and my wife, so it is much easier to comply to the regulations and to sign papers without the need to ask 7 persons spread out over the whole Island after years for their signature.
yes,
it is a little work to do now for once, a few minutes to get the signatures on the papers, is that so big of a deal?
and the cost of 20K Pesos,
i guess if that is so much of money to spend for a company, that company sure has not much on the bank to loose anyways.
the old form of running/operating/forming companies been very old fashioned without much sense, it was time since long that the country does changes on that and they did.
others may think different about it,
but myself i don't see a big deal on that.
it's easy and cheap.
Mike
it was done hassle free, no travels etc involved, just signing papers and paying the fee, where's the big deal?
lets be honest on the case, for a very big %%% of til today existing S.A.'s with their signed 7 shareholders, those shareholders been in reality just 7 people the company owner knew and who had a cedula and they did him the favor to sign the papers, so a company could be constituted, a big number of small companies started that way, it was the only way to form a legal company by the old rules, it was exactly the same for my own business when i started long years ago.
but did those companies comply to the requirements of the Law like for example helding the company's year's closure every end of the year with all shareholders present and signing the papers?
for most sure not.
the people who signed to form such companies as a favor to the new business owner usually have not even a clue about their responsability in regards of that company they signed the papers for.
the new company forms change that, they offer to form/run/transition a company run by just one person, or like in my case a SRL owned by 2 persons/me and my wife, so it is much easier to comply to the regulations and to sign papers without the need to ask 7 persons spread out over the whole Island after years for their signature.
yes,
it is a little work to do now for once, a few minutes to get the signatures on the papers, is that so big of a deal?
and the cost of 20K Pesos,
i guess if that is so much of money to spend for a company, that company sure has not much on the bank to loose anyways.
the old form of running/operating/forming companies been very old fashioned without much sense, it was time since long that the country does changes on that and they did.
others may think different about it,
but myself i don't see a big deal on that.
it's easy and cheap.
Mike
All companies that have not converted. .
Under the new rules. small companies with a single owner are in one class, small companies with several owners, such as my condo where stock in company held by me and my 2 sons, are in another class, and the big companies are in a 3rd. The big companies are only ones who will continue to be SA.
The cost of the conversion to new rules depends on which class you are in. The one owner companies pay the least and the big companies who will remain as SA pay the most, substantially more than the other two.
If you have a company that owns your house, for example, you better get in touch with your attorney asap. When they finally say this is the deadline and give no more extensions, there are big fines to be paid if you have not converted.
Thanks Ken.
I just got a number of shelved companies I had opened 3 years ago... All on the old scheme with a bunch of one-share owners.
... J-D.
You will have to convert them, but cost will be lower than if you had several owners.
I'm surprised you have not been contacted by your attorney as the original deadline for conversion has long passed. If there had not been a couple of extensions, you would either be paying through the nose as an SA company, or a fine for each company not converted. I use Fabio's firm and they started communicating with me about this more than a year ago. Reading some of the previous posts it is evident that others were also contacted long ago by their attorney.
Ken is right, J.D.,
you need to convert them all if you want to operate them as single companies.
from your writing i assume you have a number of 'em and with the typical low share numbers holders.
for the transformation you need the signatures of each of your low share holders, they have to sell you their shares, and then you sign a new company constitution in the new company form.
in my own case i transitioned my S.A. in a SRL, so from now on there are only 2 owners, me and my wife, those have to sign the new papers/company constitutions.
but first you need the signatures for the sales of the former shares of the shareholders.
aside of the mentioned SRL i choose to use by recommendation of my Lawyer Lady there are others, for example the Entidad individual responsabilidad limitada EIRL(heck, don't nail me on the spelling of that stuff, it is def not my world, lol) where you could be a single owner without any partner.
a company lawyer should have advised on the needed transformation a year ago, at the moment the latest deadline to have it done is december 11th 2010 extended by law 73-10.
if you need a reputable lawyer for the work drop a mail to Fabio here on the bord.
Mike
you need to convert them all if you want to operate them as single companies.
from your writing i assume you have a number of 'em and with the typical low share numbers holders.
for the transformation you need the signatures of each of your low share holders, they have to sell you their shares, and then you sign a new company constitution in the new company form.
in my own case i transitioned my S.A. in a SRL, so from now on there are only 2 owners, me and my wife, those have to sign the new papers/company constitutions.
but first you need the signatures for the sales of the former shares of the shareholders.
aside of the mentioned SRL i choose to use by recommendation of my Lawyer Lady there are others, for example the Entidad individual responsabilidad limitada EIRL(heck, don't nail me on the spelling of that stuff, it is def not my world, lol) where you could be a single owner without any partner.
a company lawyer should have advised on the needed transformation a year ago, at the moment the latest deadline to have it done is december 11th 2010 extended by law 73-10.
if you need a reputable lawyer for the work drop a mail to Fabio here on the bord.
Mike
I use Fabio's firm and they take care of everything. My sons and I signed proxies so that they could do whatever is necessary for the conversion, and I must write checks from time to time, but otherwise they do everything including annual meetings of the shareholders, financial reports to government, etc.
that's exactly the way it has to be,
and you have yourself your mind at ease knowing that all is taken care of.
i have my Lawyer Lady and my Contable Lady exchanging the needed papers once in a while, they are both in st dgo, so i get myself not bothered much.
Mike
The "legal" phase of the conversion, which ends with the registration of the change at the Chamber of Commerce (Registro Mercantil) usually takes from two to three months, or even less. For legal purposes, the company duly registered at the Chamber of Commerce has been converted.
For tax purposes, you must also advise Internal Revenue (DGII) of the change by filing all the conversion documentation. The bottleneck is there, at the DGII, which is months behind in the review and approval of the changes.
For tax purposes, you must also advise Internal Revenue (DGII) of the change by filing all the conversion documentation. The bottleneck is there, at the DGII, which is months behind in the review and approval of the changes.