Corporate Alert: New Company Law Enacted

[Fabio J. Guzman]

A corporation, Dominican or foreign, can be a member of an SRL. The manager, however, must be an individual.

I have just published, with José Luis Taveras, a book of company forms in accordance with the new company law. It's called "Modelos para la Práctica Societaria" and it's for sale at Gaceta Judicial (809-540-3455).
0-ModelosPortada.pdf

[socuban]

Is the book or the forms available for purchase in PDF format?

[MikeFisher]

it shows up at a title in the Gaceta jurisdical(sp??),
but not available still.
would be interested myself to purchase it as a download online.
Mike

[gamana]

what about if I do nothing. If I do not transfer my SA to a SRL, what is my exposure to taxes. I was told that 20% of the minimum capital of RD$30M must be deposited in a banking account and subject to taxes. is that true?

Also, what is the cost of a transfer from SA to SRL?

Thanks

[Fabio J. Guzman]

The book has been available since May 11 at Gaceta Judicial ((809-540-3455). It's not available for sale in PDF format.

Gamana, it's just not true that in converting from an SA to a SRL you must deposit funds in a bank account.

The cost of the transfer is in the $1000 US to $1500 US range.

[POP Bad Boy]

Originally Posted by gamana

what about if I do nothing. If I do not transfer my SA to a SRL, what is my exposure to taxes. I was told that 20% of the minimum capital of RD$30M must be deposited in a banking account and subject to taxes. is that true?

Also, what is the cost of a transfer from SA to SRL?

Thanks

Neighbors and I have all received different responses from our lawyers / accountants etc...........

In addition to the above question that GAMANA asked, is there a simple answer to the following two:

1. An existing "SA" used only for purposes of holding owner occupied home and vacant land........WITH NO BANK ACCOUNT in the company name and no activity........WHAT WOULD HAPPEN IF WE DID ABSOLUTELY NOTHING?

2. An existing "SA" used on for the purpose of holding a CAR, with NO BANK ACCOUNT and no activity. WHAT WOULD HAPPEN IF WE DID ABSOLUTELY NOTHING?

Looking forward to an answer to these questions and hopefully it should help others too. I know that in our area, many people have "SA's" just to hold their home / car etc.......and the cost of conversion is quite high to have do this this just "because".....

[MikeFisher]

why should somebody constitute a S.A. to hold a house or car?
you could do such just with a valid passport even without residency or such.
sorry, i ask b/c i missed the point.
Mike

[POP Bad Boy]

Originally Posted by MikeFisher

why should somebody constitute a S.A. to hold a house or car?
you could do such just with a valid passport even without residency or such.
sorry, i ask b/c i missed the point.
Mike

.......years back .........maybe 8 to 15 EVERYONE formed a company to hold their house........I'd say that probably 1/2 to 2/3 of the people in Costambar own their home / condo in an SA...........

there are the liability protections that are gained and also benefits when you go to sell the property.........don't ask me what they are..........but they're supposed to be there! I think that it may have been mainly since if a foreigner had ANY type of problem here, you could be sure that they would have lost anything that may be in their name.........and i am not talking anything deliberate, just, God forbid, a bad accident.......

........surprised your lawyer didn't tell you to.........

SO, that being said.....................

Any chance of anyone giving us any answers to my two questions and to the question of "gamana"??........
I told all the people in our meeting, "Hey, I'll post a question on DR1 Message boards and we'll have plenty of answers in just a few minutes.....!!!"...............

..........I won't be able to leave my house!!!!!

[Fabio J. Guzman]

Originally Posted by POP Bad Boy

1. An existing "SA" used only for purposes of holding owner occupied home and vacant land........WITH NO BANK ACCOUNT in the company name and no activity........WHAT WOULD HAPPEN IF WE DID ABSOLUTELY NOTHING?

2. An existing "SA" used on for the purpose of holding a CAR, with NO BANK ACCOUNT and no activity. WHAT WOULD HAPPEN IF WE DID ABSOLUTELY NOTHING?

You won't be able to sell (convey) your property.
You will be subject to fines.

The only real options are: (a) "adecuación" as an S.A., (b) transformation into a SRL or EIRl, (c) dissolution of the company.

[MikeFisher]

POP Bad Boy,
thanks for that clarification.
J.D. sent me a PM and explained it to me, and yes, that makes big sence.
my lawyer may not have explained such b/c i own only one property on my private name/as a private person, while the others including the house are in my S.A.'s name.
i am to transform my S.A. into a EIRL soon, so i would also be interested in the following point:
a EIRL is held/owned by only 1 person, which will be myself of course.
so i 'guess' that protection will be gone?
are there any alternatives in case of transition?
i ask b/c i don't see them,
to me it looks like june 19th ahead it will be the same if that stuff is in my name or in my EIRL's name.
would i have any advantages to transform into a SRL instead of the EIRL?
thanks
Mike