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.
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.
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