Mercantile Registry Law.
Lic. Jacqueline Dhimes / Carlos Guerra
Dhimes & Marra / attorneys at law

Law No. 3-02 of Mercantile Registry published in January 18, 2002, created a Mercantile Registration system in the Dominican Republic. The Law provides for the inscription, renovation of registries of the acts and documents related to the industrial, commercial activities, in general of commercial companies or individual doing business.

The Mercantile Registry is public and obligatory. The registry is available for public use while remaining property of the State. The Law has an authentic character, with probatory force. The Chambers of Commerce and Production of the National District and each Province, under the supervision of the Secretariat of State of Industry and Commerce, are the responsible for the application of the Law. The Chamber of Commerce and Production collects tariffs by these services which around on the RD$480.00 to RD$7,000.00 depending on the social capital of the company.

Despite de fact that in our opinion, the Law requires further amendments to obtain a piece of Law more consistent, it constitutes an advance towards the modernization of the public system of registry of documents, in special for the procedures of incorporation of limited liabilities companies, procedures of mergers and acquisitions, etc.

The process of inscription of the companies started on mid June 2002 and, at the present moment, the Chambers of Commerce and Production are improving their infrastructure to make the registries more efficient.

The Law requires retailers to renew its inscription in the registry or to update it every two years, beginning from the date of the initial inscription.

Registration attempts to assure the publicity of the companies and businesspersons or entitles. It describes the documents filed in the Mercantile Registry and, informs about such documents.

The Principles governing all systems of mercantile registry sustain our new Law: “mandatory nature”, inscription authorities powers of entitles in charge of its application, exactitude presumption and validity of the content of books of the Registry. Some other important facts are the publicity or diffusion of the data with the simple delivery of copies of documents in the office of the Mercantile Registry of each Chamber of Commerce and Production, opposition which is in an absolute presumption that the content of the inscription is known by third parties.

This new system repeals the old system established by Article 42 of the Code of Commerce, which enforced the filing of the incorporation documents, in the Courts of the domicile of the company, the announcement in a newspaper of national circulation. This obsolete system, given the accumulation of documents in the files of our Courts, was not efficient. Our Firm has supports the new mercantile registry system to place us within the implemented modern registry tendencies.