do business in the Dominican Republic - Pellerano & Herrera

Pellerano & HerreraAttorneys at lawetc. to be registered at the Central Bank so as to enable the local licensee to payabroad in foreign currency the royalties and commissions owed to the licensor.In order to register the agreement the prior authorization of the Central Bank isrequired, but there are neither restrictions as to the contents of the agreementnor limitations as to the amount of royalties or commissions that can be paidabroad.Capitalization of intangible contributions. Law 16-95 allows foreign companiesthat make “intangible technological contributions” like trademarks, designs, franchises,etc. to the capital of locally operating companies to register such contributionsas foreign investment, and thus receive freely in foreign currency theprofits obtained from their exploitation in the Dominican territory.COMMERCIAL REGISTRYLaw 3-02 of 18 January 2002 created the obligation to obtain a CommercialRegistry for any physical and legal person that carries out commercial activitiesin the Dominican Republic, with the aim to contribute to the formalization ofbusiness activities and enable the exchange of commercial information.The Commercial Registry has been placed under the jurisdiction of theChambers of Commerce and Production, which are under the supervision of theMinistry of Industry and Commerce (“Secretaria de Estado de Industria yComercio-SEIC”).For individuals, the Commercial Registry request must be filed within the monthfollowing the commencement of business activities or the opening of the commercialestablishment. For companies, it must be filed within a month after thedate of celebration of the General Incorporation Meeting.The Commercial Registry is made with the Chamber of Commerce andProduction of the place of residence of the applicant, which will issue aCertificate of Commercial Registry that serves as proof of registration vis-à-visthird parties. Commercial Registry must be renewed every two years, and noticemust be given of any changes in the business or in the articles of incorporation,as well as of annual ordinary meetings.Registration of these acts makes them enforceable to third parties, registriesbeing public and available for any interested person.The lack of registration entails a fine of up to three minimum monthly wages,while the lack of registration of amendments entails a fine of 50% of a minimummonthly wage.91BANKRUPTCY LAWThe Commercial Code, following the model of the French Commercial Code of1807, provides in its Part III (Articles 437-614) a complicated procedure to regulatebankruptcy in Dominican Republic. Law 4582 of 1956 created a conciliationprocedure with the Ministry of Industry and Commerce, which is a mandatoryprior requirement to filing a bankruptcy petition. Since these provisions have