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Thread: Do-it-yourself-incorporation

  1. #1
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    Default Do-it-yourself-incorporation

    The basic steps:

    1) Commercial Name - Nombre Comercial

    2) Paperwork

    3) Business Register - Registro Mercantil

    4) DGII


    If you are incorporating in Santo Domingo, you can use CreaTuEmpresa .GOV .DO at Cuenta de Usuario to complete all steps. You need to speak very decent Spanish.

    The website is operated by CNC Consejo Nacional de Competividad - Consejo Nacional de Competitividad and two very helpful employees are in charge of the site - Laura de Castillo and Pamela Salvatore.



    BUSINESS NAME

    You need to register your business name first. This is done by ONAPI - Oficina Nacional de Propiedad Industrial ONAPI: Portada

    You can do it through the website or ONAPI, or better yet, through CreaTuEmpresa

    You will need to pay 4.700 pesos via a credit card to pay for the commercial name registration, and publication. You will need a copy of your cedula or passport.

    The whole process takes about 3 business days.

    The person in charge at ONAPI of online name registrations is Michelle de Leon.

    After your name is approved and registered, you will receive a certificate, which you need to pick up from their offices in original. You will need this document later on in the process.


    PAPERWORK

    You will need a huge load of paperwork.

    - Estatutos Sociales (Statutes)
    - Asamblea Constitutiva (Constitutive assembly)
    - Nomina (voting list)
    - Lista de Suscriptores (shareholder list)
    - Acta Notarial (Notarial Act)

    You can download the pre-formatted (standard) documents here and fill in the blanks - but you better know what you are doing. You can also modify some things, you will need to modify "OBJETO" (purpose of business) in Estatuos and in Acta Notarial, etc, number of shares, voting composition, etc. Again, you better know what you are doing. If you master Spanish well, and you have some experience drafting legal documents, you should be all set.

    4shared.com - online file sharing and storage - download Const Cia.exe

    You will need to do things in the following order:

    - Complete the blanks / modify all the paperwork.
    - Elect President. Vicepresident. Secretary and Treasurer.
    - Sign Asemblea and Estatutos documents

    You need at least 7 shareholders. There is no limit on how many shares you can issue, but it is suggested you issue yourself 94 shares and 1 share to each of the remaining six (6) "cover shareholders" - unless you obviously want a different share proportions (e.g. multiple "real" partners).
    - Complete and sign Nomina and Lista de Suscriptores

    NOW YOU NEED TO GO TO DGII to pay tax. You pay 1% of the subscribed and paid capital as the tax.

    You need to prepare a cover letter for DGII (available within the download above - called Liquidacion de Impuesto). This document be better presented (and filled in the document as the "presenter")by somebody that has a cedula.

    ===If you do not have cedula, you will need to get a RNC# for private contributor (persona fisica) at DGII prior to submitting the form so that means additional hassle and paperwork. It really does not matter who submits this cover letter (but it has to have data of the person submitting it).

    You need three copies of the cover letter and a copy of the cedula (alt. passport)

    After that you will get the cover letter stamped "PAID" and a green receipt letter size, with your company name on it, and the amount paid.

    Then, you need to fill in the receipt number in the Notarial Act document, and the notary needs to sign the Notarial Act. Better make 2-3 copies of notarial act. The notary will need a copy of all of your paperwork done so far (Statutes, etc...) for his record.

    If YOU PREPARE the notarial act (correctly, of course) and the notary does not need to make any changes, you will most likely pay 400-500 pesos for the 2/3 copies and stamps. IF the notary NEEDS to make substantial changes in the document, be prepared to pay more.

    Most likely, after the notary puts the seal on your Notarial Act, you will need to take this Notarial Act to the local Ayuntamiento and register the Act in "Registro Civil". The fee is usually 100 pesos. Go early in the morning, so you have the registration (in the form of a SEAL on the Notarial Act) ready for the same day. Most Civil registries work only until 2 pm so save your trip if you go after that hour.


    BUSINESS REGISTER (in your city's Chamber of Commerce)

    You will need to take all 7 documents (Statutes, Assembly, Nomina, Lista de Suscriptores, Acto Notarial, DGII receipt w/ stamped cover letter, and original of Certificado de Nombre Comercial) to the local Chamber of commerce + one copy of each.
    You also need very legible copies of cedulas and/or passports of all the shareholders.

    At Chamber of Commerce, they will certify the Certificado de Nombre Comercial with their seal and file it. They will certify copies of all the documents and keep one copy. If you have various equivalent originals, they keep one. You have to fill out the application form as well.

    - You also need to pay the fee to Registro Mercantil, somewhere between 1,500 and 2,500 pesos depending on the individual Chamber of Commerce.

    After several days (here in Higuey it's 2 business days) the RM will give you a Certificate of Registro Mercantil, which is basically your business registration.


    DGII

    The final step is to get RNC for your company.

    You will need to take all-of-the-above 8 documents (Statutes, Assembly, Nomina, Lista de Suscriptores, Acto Notarial, DGII receipt w/ stamped cover letter, and Certified copy of Certificado de Nombre Comercial, and copies of cedulas/passports of the shareholders) PLUS the Certificate of Registro Mercantil to DGII.

    There, you will fill out form RC-02.

    Usually in 5-10 business days you will get your RNC#. THIS IS IF YOU GO TO the HQ of DGII in SANTO DOMINGO. If you go to your local city's DGII office (e.g. Bonao, Puerto Plata, etc.) it will take up to 45 days to get your RNC#.

    You can also apply for compamy's RNC number directly on DGII's website. You either need Cedula# or personal RNC# to do this. To get a personal RNC# you need to go to DGII office in person with 3 passport photocopies, usually completed the same day. You can also apply for personal RNC# on https://www.dgii.gov.do/e-dgii/ anc click "Personas Fisicas".

    IMPORTANT: Please differentiate between Personal RNC# and Company's RNC#. You need either a cedula or Personal RNC# in order to apply for Company's RNC#. Personal RNC# ios similar to ITIN number used in the USA for persons that do not have US Social Security Number (SSN). You can circumvent requirement for a personal RNC# if you do not have Dominican Rep. cedula by using a person who has a cedula as "person filling the form". The person that fills the form to apply for the Company's RNC number is actually not responsible for the company and their tax busines - he or she is only responsible for the corectness of the form application for Company's RNC#. So you can use your friend or family member's Cedula # - they do not get involve din the company's tax business in any matter.

    So finally, to apply for Company's RNC# on DGII's website, go to https://www.dgii.gov.do/e-dgii/ and select "Personas Juridicas". You will need to enter the payment receipt number (the 1% of the capital paid above already at DGII) without any hyphens, and the cedula or Personal RNC# without any hyphens. You will need to fill out online RC-02 form (the same information as print version of RC-02 form) and click submit. It will take several days for your Company's RNC# to be assigned by DGII.


    FINAL

    After you get your RNC#, you need to get your NCF. You need NCF to issue the invoices to your customers who require "comprobante fiscal". There are numerous threads about NCF on this board.

    Good luck to you all.

    Important Disclosures:The procedure described above is the one as I have it experienced. I am currently about to go to DGII to get RNC#, so I am in the final step, but info re: DGII was supplied to me by the very same DGII. The procedure should be the same regardless of where you incorporate.

    DO-IT-YOURSELF is not for everybody. If you do not speak excellent Spanish and are not legal-savvy and corporate-document-savvy, do not do it, hire a lawyer. To do a successful do-it-yourself incorporation, you need to be all-of-the-above.
    D-I-Y Incorporation has some advantages - lower costs (same as D-I-Y residency).

    Detailed list of D-I-Y costs:

    Nombre Comercial (includes publication) RD$ 4.750
    DGII RD$ 1,000
    Notary (Notarial Act) RD$ 500
    Registro Mercantil RD$ 2,550 (Higuey) ---- in SD it's RD$ 1,000
    Paper, print ink, photocopies RD$ 500
    Fuel RD$200 (I use passola in the city)
    PLUS your time === I have spent 2 half-days running around Higuey

    TOTAL: RD$ 9,500 (in SD RD$8,000)

    If you decide to go ask for RNC# to Santo Domingo, add your travel costs.

    ---------------------------------------------------------------------------------
    If you found this article useful, you can thank me by awarding me reputation points. Thank you.
    Last edited by Robert; 10-11-2008 at 10:05 AM.

  2. #2
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    great thread Rubio,
    congrats to your own company and thanks for sharing in details your experiences.
    compared to my own 5 years ago the only real difference i see is that the <NAME>getting of the company seem to have changed to be done right away today, back in the day i had to provide the name i want to use for my company(plus spare names in case that the wanted name could not be used) and wait i think it was 3 months to get the name approved. from there on it has been the same procedure than described above.
    i did not do it myself, i used my longtime lawyer in santo domingo and paid for all together including her fee 25000.- pesos including her use of a higuey lawyer for the RNC, i am registered in higuey, too.
    an difference of course is the today needed procedure to get the NFC, that been not existent when i set up my company, i had to do that later additionally when the new rules came out, i think that been done around end 2007 or nearby that date. that been done by my<contable> <CONTABLE>, been hassle free, i don´t remember the cost for that, but it has not been something big.
    thanks again for sharing in all details
    Mike

    btw,
    may i ask in what kind of business you will join in?
    Last edited by MikeFisher; 10-04-2008 at 09:41 PM. Reason: typos, wouldn´t been me without, lol

  3. #3
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    Cable ad sales

  4. #4
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    such always works.
    good luck buddy
    Mike

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    It looks easy, but please keep in mind the poster's advice, THIS IS NOT FOR EVERYONE!

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    that Rubio made very clear in his advice.
    you can take that advice in general,
    if you want to do any kind of legal papers like a company constitution or contracts for any purchases your self you should speak a very very good english.
    heck, contracts and such are not always clearly understandeanle for everyone in our homecountry written in our mother's language, ha ha.
    for everybody new, specialy not very well in spanish, i would recommend to take a lawyer, but ask around in your new community and here on the bord to find out who is reliable by experience of others to do your legal stuff.
    it's not funny to start a business or such and after a while/years, when all is up and running and debit free producing good money your lwyer or a without your real knoeledge involved friend shows up and shows you paers stating that this company belongs to him, ha ha.
    too often seen over here.
    in general,
    the processes for such legal actions like the above described, are going much more easy than they have been years back, it looks like the country is really working on it to make such easier and by that more interesting for specially foreigners to come over and run a small business, maube as an add to the pension or such.
    good luck
    Mike

  7. #7
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    I made this a sticky. Great work rubio, thanks!

  8. #8
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    great idea Robert.
    this subject is well written and informative.
    Mike

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    You should never do this yourself unless you have some idea of how a Dominican company works and get the proper template for the bylaws. Even reputable law firms neglect to fit the bylaws to the needs of company owners.

    For example, it makes no sense to have a board of directors or a "Consejo de Administración" if just one person controls the corporation. You should have in that case a President-Administrator able to do whatever needs to be done (sell, open bank accounts, etc.) without a board meeting and unnecessary signatures. Another example, if you have two 50-50 partners, you should draft the bylaws so that they deal will a possible deadlock.

    You should also make sure, among other things, to fill out the stock certificates correctly and know how to transfer shares and such.
    Last edited by Fabio J. Guzman; 11-02-2008 at 11:51 AM.
    Fabio J. Guzman
    Guzman Ariza
    Attorneys-at-Law
    Sosúa, Santo Domingo, San Francisco de Macorís, Cabrera
    Las Terrenas, Samaná, Bávaro (Punta Cana) and La Romana
    Dominican Republic


    [email protected]


    Website

    The opinion above should not be construed to be formal legal advice and was given without reviewing the facts and documents pertinent to the case. The reader should NOT act based upon this opinion without seeking professional counsel.

  10. #10
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    Default New Coorporation Laws

    Can anyone provide an overview of the changes regarding the new law passed Dec.15, 2008, Law 479-08?

    Thanks,

    Dean

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