Hernandez Bonnelly, law office offers services in different areas of law: civil law, commercial law, land law, corporate law, labor law, penal law, Constitutional law, energy law, administrative law, intellectual property law, trademarks, immigration, taxation law, maritime law, foreign investment, free zone and general litigation. And other areas of investments. 1. A Dominican corporation requires being form with a capital stock compose with a minimum of seven (7) stockholders, but to maintain the total control of the Corporation, you can assign one stock to each one of the six minorities stockholder and the rest of the stocks to the parent company. It is only a legal requirement that does not represent a problem to the principal owner of the stocks. In this case you could send us the name of the person who will sign as representative of the Corp.; pointed by a written document, all the others six stockholders could be other that at moment of the signature will endorse the documents in favor of the principal. 2. Dominican Investment Law requires to foreign investors to register in the Central Bank the amount of the foreign investment is considered as capital stock of the corporation, this requirement permit to the corporation to repatriate dividend and the capital without any restriction. 3. The amount of the capital stock to be invested in the corporation depend on your consideration, because, it does not take effect or determine in the right of the corporation to repatriate dividend. 4. Business operations are subject to 29% of tax on the net income. According to a law project submitted by the government, from 2008 and on, tax rate the income will be 25%. Tax Law does not establish tax exemption on business’s net income, except if business is operating in a trade free zone and in energy- bioenergy. 5. Import of merchandise and equipment are subject to custom duties, tax exemption established by act 57-07 . Custom duties on import on some merchandise include 16% of itbis (IVA) also a tax exemption for bionergy by act 5707. When the business includes selling and purchases, the business can compensate the ITBIS, paid in the purchases with ITBIS, included in the selling. As you know this investment will be under the benefits of tax exemption rates because of new act recently approved said before. Salaries and other compensation paid to employees are subject to withholding tax. On 2007, withholding tax is applicable from an annual salary from RD$50,000.00 25%. Dividend paid by the corporation to their shareholder is subject to 25% of withholding tax. Tax paid by this concept represents a credit to the company that can but used by it for paying future taxes. Branch is not subject to such tax on dividend. 6. The statutes of incorporation will contains at least the following: · The name of the company, this must include the words, S. A., or C. por A. · The authorized capital (RD$1,000,000.00). Capital paid stocks a minimum of 10% =registered RD$100,000.00 · Number of member of the Counsel time of duration (1 or 2 years or else) · The complete appointment and address of the shareholders · The purpose of the company shall be _____?. · The duration of the company, with no limits of duration is recommended · The domicile of the company will be decided in the constitution assembly (domicile is presumed were the company has a location or where its principal activities take effects. DETAILS TO FORM A DOMINICAN CORPORATION Filled this space in blank and fax us in order to organize the corporation: 1. PROPOS NAME this name must include the words Sociedad Anónima (S. A.) or Compañía por acciones (C. por A.) And must be a different from another duly registered., 2. Choices for the corporate name: In case you decide to form the company you should fill (if you want choices PLEASE FILL THE others space blank, B, C: A)___________________________________________________________ B)___________________________________________________________ C)___________________________________________________________ Stockholders components: The amount of the authorized capital stock and the number of stocks, in which the capital will be divided. Only nominative stocks are permitted, until the company is formed, Law 16-95, for foreign investors. Nominative X Board of Directors Number of members : 3. 1.- Name: _______________________________________Title: President (Dir) , Addresss:______________________________________________________;name of the representative, passport No. and copy of this. 2.- Name:_______________________________________Title:Vicepresidente (Dir)Address:___________________________________________________________ 3.- Name:________________________________________Title:Secretary (Dir) Address:_______________________________________________________________ Preferential rights of subscription of stocks It is normally established in the bylaws of incorporation that the stockholder has a preferential right to purchase the stocks before any other decides to transfer to another person, a third party. Trademarks and Patent Application In order to proceed with a trademark application, we must receive the following information/documents: 1. Full name, address and laws of incorporation of the applicant. 2. The trademark and/or device (5 specimens if device). 3. Power of attorney (see form enclosed) 4. A list of the products in respect of which the mark shall be registered, grouped by international class. 5. Certified copy of the first application, if priority is to be claimed. For Patent application: Patent of invention, Model of Utility. ‘Inventors of Data of applicants (complete of the names, • Name and address or a document (id) of the representative, Identification and domicile of its legal representative. It is necessary to point a representative in case of unknown domicile in the Country, in order to send any kind of notification for any request. • Title of the invention or utility model. • Foreigner of request of patent of the one of data of the presentation of those of vindicates itself right of priority and silicon of Indication (country, number of request of date of priority and), BSG of the Treaty of doing of the international Indication if the conversion of the request of Model of Utility to Patent of Invention is asked for or vice versa. Utility Model of or Patent of Invention of reference will be contributed to the data of the request of Utility Model of or Patent of Invention of reference will be contributed to the data of the request of. A form of request of concession of Patent of Invention or Model of Utility the following documents: 1. Description * of the invention: it must be clear and it completes so That a person turned in the corresponding technical matter can execute It. In two (2) units. 4 Drawings, sequence listing or nucleotides: according to it Corresponds and if it will be necessary. In two (2) units. 5 Copy in electronic support of a description, resume, rein vindications, drawings and sequences of nucleotides put paper support. The documentation that justifies the right to make the presentation of Request of the invention in case that the applicant is not the inventor. The request or copy certified of corresponding foreign patents in the cases in that it is vindicated Right of Priority, accompanied of its translation to the Spanish, if it were in another language. - Certificate of deposit of the microorganism sent by the Institution, when it corresponds. 9 Power of attorney to the local granted by the representative Certainty of payment of the rate of presentation of the request *. * Obligatory to present/display next to the form of request of Concession at the time of the presentation.