What you need to know about your company's Bylaws, Commercial Registry, and Legal Entity

When establishing a business in the Dominican Republic, one of the most important—and often least understood—steps is drafting the bylaws. This document is much more than a simple legal requirement: it is the regulatory heart of your company.

The statutes: the “internal law” of the partners

Simply put, the bylaws are the contract signed by the founding partners to establish how the company will operate. From the rules of management and decision-making to the distribution of profits and grounds for dissolution, the bylaws are the guide that governs both the relationship between partners and the company's relationship with third parties.

In this sense, just as the contract has the force of law between the parties, the bylaws have the force of law between the partners.

What should they contain?

Law 479-08 on Commercial Companies (amended by Law 31-11) establishes the mandatory minimum content in Article 14. The main elements include:

- Name of the company and general information of the partners

- Company type (SRL, SA, EIRL, etc.)

- Corporate purpose

- Home

- Duration of the company

- Share capital and its distribution

- Categories and rules on shares or quotas

- Contributions in money, kind or industry

- Administrative and representative bodies

- Rules for decision-making and assemblies

- Fiscal closing date and distribution of profits

Failure to comply with any of these points can result in the invalidity of the document, and therefore of the company itself. Therefore, drafting good bylaws is not just a formality: it's a protection.

When is a company legally created?

Even if the partners sign the bylaws, the company does not legally exist until it is registered in the Commercial Registry corresponding to its registered office. This step is essential for the company to have its own legal personality, meaning it can enter into contracts, own assets, open bank accounts, and act legally with third parties.

According to Article 5 of Law 479-08, a company acquires full legal personality upon registration in the Commercial Registry, except in the case of accidental or joint venture companies.

Where and how do you register?

Each province in the country has its own Chamber of Commerce and Production, which acts as the authority for the Commercial Registry of companies domiciled in its district. According to Commercial Registry Law 3-02, registration must be completed within one month of the signing of the bylaws or articles of incorporation.

Furthermore, not only is the company's incorporation registered: changes to bylaws, capital increases, mergers, dissolutions, among others, must also be recorded.

Legal personality: a key advantage

Once registered, the company becomes a legal entity distinct from its partners, with a name, address, nationality, assets, and legal capacity. This provides protection and

structure and legitimacy to your company.

Disclaimer: The content of this blog is for informational and educational purposes only. It does not constitute personalized legal advice or a formal legal opinion. Each case requires a specific analysis. For legal guidance tailored to your situation, we invite you to contact Mejía Pérez Legal Consulting directly.