Dominican Republic. Corporate Governance and Directors’Duties 2007. Country Q&A Dominican Republic.

Vicens, Marisol and Roca, Claudia (2007)

The main corporate entities that are commonly used in the Dominican Republic are share companies (compañías por acciones), as these offer numerous benefi ts to their shareholders including limited liability.

Other entities available that are rarely used are: Companies in silent partnerships (compañías en comandita).

Partnerships (sociedades en participación).

This chapter focuses on corporate governance applicable to share companies.

LEGAL FRAMEWORK

1. What is the regulatory framework for corporate governance and directors’ duties?
Corporate governance and directors’ duties are regulated by:The Dominican Code of Commerce (Code of Commerce),which sets minimum requirements for corporate governance.

Law 3-02 on Mercantile Registry which requires each entity:to be registered and have their corporate documents fi led to be made public; to issue a report on the audited fi nancial statements of the company issued by its vigilance offi cer (see Question 13).

The company’s bye-laws.

For listed companies and those in a regulated sector, such as banking or insurance, the following apply: Law 183-02 Finance and Monetary Law (Finance Law), for fi nancial entities (this includes banks, and savings and loans associations).

Resolutions of the Monetary Board.
Law 87-01 on the Dominican Social Security System, for pension fund administrators and health risk fund administrators.

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