Professional Documents
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1-Legal Forms of Business in DR
1-Legal Forms of Business in DR
1-Legal Forms of Business in DR
AGENDA
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AGENDA
Ownership
It means the legal title to a thing or control over the
thing owned, the right for possession and disposal.
Title to and possession of the assets of the firm, the
power to determine the policies and operations and
the right to receive and dispose of the proceeds
the right to receive and dispose of the proceeds.
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Types of Ownership
Private Ownership:
When a firm is so organized that private individuals
exercise and enjoy the rights and privileges of an owner in
exercise and enjoy the rights and privileges of an owner in
their own interest.
Public Ownership:
Controlled by political bodies as a municipal , provincial or
national government or by any instrumentality created by
them.
Mixed Ownership:
It exists when the elements of ownership are divided such
that private persons and public bodies share in the
operation of the same enterprise.
AGENDA
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Choosing Form of Business
Choosing a form of business is important
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because the business owner’s liability and
control of the business vary greatly among
the many forms of business
Evaluation Criteria
Tax Consideration and Implications
Liability Exposure (Limited v. Unlimited)
Start‐up and Future Capital Requirement (ability to raise
capital through investments, venture capital, or initial public offering – IPO)
Control
The nature and size of the business
The length of time the firm is expected to operate
Managerial Ability and Complexity
Managerial Ability and Complexity
Business Goals
Management Succession Plans
Complexity and Cost of Formation
Credibility in the Business World
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Common Legal Forms of Business
Individual
Individual Enterprise of Enterprise
Limited Liability (E.I.R.L.)
Corporation
Corporation
Simplified Corporation (SAS) LEGAL Simplified
Limited Liability Company FORMS Corporation
(SRL) Limited
Li i d
Foreign Entities Liability
Foreign
Entities
Individual
Enterprise
Corporation
LEGAL Simplified
FORMS Corporation
Limited
Li i d
Liability
Foreign
Entities
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Individual Enterprise of Limited Liability (E.I.R.L.)
An E.I.R.L. is a company of limited liability that belongs to one
person.
Has the legal ability to exercise rights and obligations, and that
forms an independent and separate entity from the rest of the
assets of the
person who owns the E.I.R.L.
Legal entities may not incorporate or purchase companies of this
type.
Capital and Transfer: The amount of contributions to be made by
the owner of an E.I.R.L. may be freely established and increased,
in accordance with the procedures established by law.
An E.I.R.L. may be transferred in accordance with the rules
established by law.
Individual
Enterprise
Corporation
LEGAL Simplified
FORMS Corporation
Limited
Li i d
Liability
Foreign
Entities
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Corporation
Corporations are entities with a legal existence formed by two or more
partners who only assume risk of losses up to their capital contributions.
It is one of the most popular forms of business organizations.
Corporations may or may not seek funding from the securities markets as a
form of financing and expansion of their operations. If they do so, they will be
required to obtain an authorization from the Dominican Republic’s Securities
Superintendent.
Capital and Transfer Provisions:
Corporate capital is represented by shares, which are essentially
negotiable.
negotiable
The minimum authorized corporate capital is RD$30,000,000.00 and 10%
of such amount must be paid and outstanding.
The law does not establish any restriction on the assignment of shares.
Nevertheless, it provides that shareholders may agree to restrictions, so
long as they do not contain any permanent prohibition on the transfer of
shares.
Corporation
Administration, Supervision, and Decision Making by Shareholders:
A board of directors composed of a minimum of three members is normally in
charge of managing these companies.
Legal entities may not serve as president of a corporation.
Corporations must be supervised by one or several vigilance officers that are
named for two fiscal periods and are primarily appointed to verify the annual
accounts presented by the board of directors and the documents addressed
to the shareholders indicating the annual accounts and financial situation of
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the entity.
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The supreme decision making entity is the general meeting of shareholders,
who annually receives a report of all the company’s operations, decides on
the distribution of dividends and also approves the report printed by the
management.
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Common Legal Forms of Business
Individual
Enterprise
Corporation
LEGAL Simplified
FORMS Corporation
Limited
Li i d
Liability
Foreign
Entities
The Simplified Corporation or SAS is a limited liability company formed by
two or more partners whose losses with respect to the company’s activities
are limited to their contributions.
Capital and Transfer Provisions:
The capital of a simplified corporation is divided into shares, which
only can be issued in registered form.
The minimum authorized capital requirement is RD$3,000,000.00 and
at least 10% of such amount needs to be subscribed and paid in.
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Administration and Supervision:
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The partners may freely determine the organizational structure of the
company, which can be managed and directed by a board of directors
or by one or more directors.
SAS does not require the supervision of a vigilance officer, unless it
issues private debt.
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Common Legal Forms of Business
Individual
Enterprise
Corporation
LEGAL Simplified
FORMS Corporation
Limited
Li i d
Liability
Foreign
Entities
A limited liability company is the entity formed by a minimum of two and a
maximum of 50 partners, none of whom may have personal responsibility for
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company debts.
This form of commercial organization is used for medium‐sized businesses and
closed capital entities.
Capital and Transfer Provisions:
The social capital of an SRL is divided into equal parts denominated
corporate quotas or units, which cannot be represented by negotiable
shares or have a nominal value below RD$100 00
shares or have a nominal value below RD$100.00.
The minimum corporate capital of an SRL is RD$100,000.00.
Quotas or units are freely transferable by succession or in case of
liquidation of the assets of a marriage and are freely transferable between
family members.
The assignment of corporate units to third parties requires the consent of
three fourths of the partners, apart from other conditions and formalities.
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Limited Liability Companies (SRL)
Administration, Supervision, and Decision Making:
The administration is in charge of one or several managers, who
must be individuals and who are individually equipped with the
broadest powers to act in the name of the company under any
circumstances.
The designation of a vigilance officer is not necessary, but the
financial statements of the company must be audited.
Individual
Enterprise
Corporation
LEGAL Simplified
FORMS Corporation
Limited
Li i d
Liability
Foreign
Entities
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Foreign Entities
Dominican law recognizes the legal existence of companies incorporated
abroad, upon confirmation of their legal existence by the appropriate
authority.
Dominican law stipulates that foreign companies’ legal existence, capacity,
and dissolution are governed by the law in effect in the place of their
incorporation, and their operations and activities in the Dominican
Republic are subject to Dominican law.
Foreign companies that wish to establish a branch or permanent
establishment in the Dominican Republic or that are conducting
commercial transactions on a regular basis in the country must be
registered in the Mercantile Registry and also must obtain a National
Taxpayers Registration from the General Department of Internal Revenue.
The law recognizes the equality of foreign entities with local companies
and, therefore, declares that foreign entities have no obligation to provide
any kind of litigation bond in case they need to appear before local courts
in a litigation process.
AGENDA
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Company Incorporation
Certificate of registration of the trade name,
Articles of Incorporation,
Articles of Incorporation,
Registration of the Bylaws,
Registration of the list of subscribers to the company,
Payment of taxes of incorporation of the Enterprise,
Registration of the shareholders listing,
Registration of first Annual General meeting of shareholders
Certificate of Commercial Register,
Taxpayer identification number granted by the General Revenue
Institution.
Seal of society.
Bylaws Shareholder Agreements
Procedures for shareholder Restrictions on the transfer of
and director ownership
Terms of directors and how Disability, or cessation of employment
elected, types Method of establishing price of shares
Duties, and indemnification Rights to purchase additional shares
provisions
Preemptive Rights, rights to sell shares
Corporation are sold (co‐sale rights),
Shareholder to sell its interest
Majority votes to do so (drag along
rights)
Ownership of intellectual property
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AGENDA
Merger:
The result of two firms joining to form one company. It is
a transaction that results in the transfer of
ownership and control of a corporation.
Acquisition:
One firm purchase the assets and obligations or shares
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of another firm.
Takeover implies the acquiring firm is larger than the
target.
Reverse takeover if the target is larger than the acquirer.
It can be Assets or Stocks acquisition
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Motives for Mergers
Improve overall performance of the merged firms
through cost savings, elimination of overlapping
operations, improve purchasing power, increase market
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share, or reduce competition.
Company growth
Broaden product lines
Acquire technology / skills
Acquire new markets
Financial restructuring: Cutting costs, selling off units, laying
off employees, refinancing company
Types of Mergers
Vertical Merger:
Is joining of two firms involved in different stages
of related business to integrate their production
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(Company A sells its products to company B)
Horizontal Merger:
Is joining of two firms in the same industry and
allows them to diversify or expand their products
allows them to diversify or expand their products
to achieve economies of scale
Conglomerate Merger:
Unites firms in completely unrelated industries
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Reasons for Acquisitions
Economies of scale and scope
Scale – production in high volumes
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Scope – combining marketing or distribution for
different types of related products
Secure supplies or supply chain and other
interdependencies
Expertise and accessing technological skills
Monopoly gains
Efficiency gains by elimination of duplication and
operating synergies
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Mergers & Acquisitions Risks
Poor strategic fit
Cultural and Social Differences
Incomplete and Inadequate Due Diligence
Poorly Managed Integration
Overly Optimistic
Companies overpay to acquire another firm
Acquiring company overestimates cost savings and
synergies
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After merger, managers disagree about integrating
operations
After merger, cost cutting obsession hurts business,
costing top employees and customers
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Phase 1: Pre
Pre--Acquisition Review
The second phase
Th d h i th M & A P
in the M & A Process is to search for
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possible takeover candidates. Target companies must
fulfill a set of criteria so that the Target Company is a
good strategic fit with the acquiring company.
Compatibility and fit should be assessed across a range
C ibili d fi h ld b d
of criteria ‐ relative size, type of business, capital
structure, organizational strengths, core competencies,
market channels, etc.
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Phase 3: Investigate & Value the Target
The third phase
third phase in the M & A Process is to perform a
in the M & A Process is to perform a
more detail analysis of the target company. You
want to confirm that the Target Company is truly a
good fit with the acquiring company. This will
require a more thorough review of operations,
strategies, financials, and other aspects of the Target
Company.
Company
This detail review is called "due diligence."
The fourth phase in the M & A Process is to start the
process of negotiating a M & A Develop a negotiation
process of negotiating a M & A. Develop a negotiation
plan based on several key questions:
How much resistance will we encounter from the Target
Company?
What are the benefits of the M & A for the Target
What are the benefits of the M & A for the Target
Company?
What will be our bidding strategy?
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Phase 5: Post Merger Integration
The deal is finalized in a formal merger and acquisition
agreement. This leads to the fifth and final phase
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the M & A Process, the integration of the two companies.
The integration process can take place at three levels:
Full:
Moderate:
Minimal:
AGENDA
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