How do I get access to my corporation documents?

I have an interesting situation and am wondering if you have some insight. 

My husband and I live in Canada and created a Dominican LLC in 2017 but never received the paperwork from the lawyer in Sosua who created the corporation due to timing and circumstances. It wasn't a big deal because our plans changed and we no longer needed it.

I did some research and can see that the corporation was filed with the government. There has been no activity in the corporation since it was created.

We are now in the process of trying to get the lawyer in Sosua to send us our corporation documents because we now want to use it, but he has been delaying and making excuses for six months as to why he cannot send it to us.

Back in July he told us: "In Dominican Republic when you have a corporation you have to make tax declaration yearly even when there is not activity on it.  If there is not activity you do not pay taxes and if you have profits then you pay some taxes. Also the Registro Mercantil is issued just for two years and you have to renew it, and the board of  Directors are choose for certain time that on a meeting should be change or reelected."

Every time we contact he him he keeps making excuses as to why the renewal has not been done yet.

We have another lawyer in Las Terrenas who is willing to help us update our corporation as we are purchasing a property there and want to use it for the purchase but we still need access to the original corporation paperwork before he can do that.

How can we get the paperwork we have already paid for but the lawyer in Sosua is not providing it to us?  I have already contacted the Taxpayers Control Unit of the Puerto Plata Local Administration and they say if we come in person they may be able to help but we have no plans to go to that part of the island for awhile as we are still in Canada.

The lawyer in Las Terrenas says he can do research to get the paperwork for us but of course it comes with a large retainer fee.

Is there any other way around this?

Your insight is appreciated.

Be careful if you decide to hire a lawyer in the Sosua/PP area to help you. There is a limited supply of honest lawyers there. Guzman has a office in LT and Sosua but will be expensive. There are two that I would recommend. Let me know if you would like their contact info. I have property and business interests in both areas and would be happy to give you their names.

Actually, as a company with no income, you should pay a tax of 1% of the assets. If there are no assets, then there would be no taxes. If you buy your home in the company name, you will have to pay the tax on the assets - the value of the home.

The issue is not the taxes it's that no declarations were made. Not a big deal and not expensive to rectify.

Second you need to renew your registrar mercantil.  Not a big deal. You file an " annual general meeting".  Not a big deal.  All of this costs something but not a huge amount of money! 

On Monday I can find out for you what this costs!  I will message you privately.

I just renewed my business licence, which was expired from the previous owner.  It was $1,700 RD for the balance of the 2 year period, which I believe included a penalty for it having lapsed.  I'm not sure if there are different prices for different sizes of businesses?

That's different then a corporation honey.

I incorporated a S.R.L in 2013 which I never run. It remained idle up to now. I never used an accountant.  In  2019 I decided to go to the DGII. I just paid a tiny penalty for not having filed any tax return document (+/- 1,500 RD$, if do remember).

I never renewed the registro mercantil.

Needs renewing every  2 years.  Dgii is another entity.  Filing annual returns or  filing non activity is DGII.  Registrar mercantil and  other corp documents are not DGII its Camera de Comercio

Yes, I know that.

Canbrit wrote:

Back in July he told us: "In Dominican Republic when you have a corporation you have to make tax declaration yearly even when there is not activity on it.


I am sharing my experience of leaving a company idle for some years like Canbrit did. If nothing has been done since 2017, she will have to face the DGII issue too. Not a big deal indeed.

Canbrit wrote:

The lawyer in Las Terrenas says he can do research to get the paperwork for us but of course it comes with a large retainer fee.
Is there any other way around this?


Wondering how she can empower an attorney without coming down to the DR as she needs to sign the power that must be notarized ?

Gotcha!

The lawyer can walk her through this. This isn't unusual with clients being offshore.

planner wrote:

Gotcha!


Not yet  ;)

You are waaay too mysterious ! "The lawyer can walk her through this" ... letting her sign a PDF, is that what you mean ?

I mean the lawyers know how to do this legally.   I do not at all suggest I know how that should happen. 

International transactions happen all the time.

I live n Texas and have a corporation for an old land development.  I sold and financed it a few years ago and the new owner never filed the paperwork required each year with the Sec. of State's office, even though there was no profits.  The State suspended the corporation and I later foreclosed and got the property back, but it was a mess to get the corporation reinstated.  That is probably what happened.

I can imagine how messy that would be!

Are you sure your new lawyer is the right lawyer as well? I would expect the new lawyer to reach out to the old lawyer for this rather than wanting large retainer fee to research...

Large retainer fee for this is ridiculous!

Thank you so much!  I appreciate your assistance!

Canbrit -   Lishali sent you a private message last week about this.   Go directly to her for info  honey