Process for a Free Trade Dominican Company Dissolution

The following are the steps needed to close a company operating in a Free Zone in the Dominican Republic.

PHASE 1

1. Process to obtain permission from the National Free Zones Council of the Dominican Republic (CNZFE) to close a Free Trade Company business.

To close a company's operations in a National Free Zone, the company must submit the following documents to the CNZFE:

A) Letter requesting authorization to close the Free Trade company operations in the Dominican Republic, duly signed by the president or the person authorized by the company. The company must submit this letter at least three months before the effective date of the business closing.

B) Communication from the Ministry of Labor, certifying that the company has no pending obligations.

C) Communication from the National Institute of Professional Technical Training (INFOTEP), proving that the company has no pending obligations.

D) Communication from the Social Security Treasury (TSS), proving that the company has no pending obligations.

E) No objection letter from the Free Zone Park.

PHASE 2

2) Process to close the business.

Since the company is registered before a Mercantile Registry and at the Tax Revenue Office (DGII), to close the business, the company must close both the Mercantile Registry and the National Registry of Taxpayers Number (RNC).

According to the provisions of Dominican law, the documents that will be necessary to prepare for this process are the following:

A) Minutes of the Extraordinary General Meeting of shareholders of the company, through which the cancellation of the Mercantile Registry and the Tax Registration Number (RNC) is allowed.

B) Power of attorney in favor of the person who will be designated to carry out the process (This power can be included within the General Meeting indicated previously).

C) Letter of Guarantee signed by the president or authorized company representative, duly notarized.

Once these documents are signed, the company must submit them to the Mercantile Registry for registration and cancellation. The approximate time to receive the documents registered by the Chamber of Commerce is seven (7) to ten (10) business days.

Subsequently, the registered documents and a copy of a certification issued by the Free Zones Council of the Dominican Republic (CNZFE) must be filed to the Companies Department of the Tax Revenue Office (DGII) for the cancellation of the National Taxpayers Registry (RNC).

It is essential to point out that before filing the documents at DGII's Companies Department, the closing company must file an Annual Income Tax (IR–2) marked as final within Sixty (60) days after the cessation of the company's operations.

The approximate response time of the DGII to cancel the RNC of the Company, whose dissolution is requested, is from sixty (60) to ninety (90) working days.