For one hundred and forty-two years the Dominican Republic prosecuted crime under a code inherited from the Napoleonic tradition, promulgated by Decreto-Ley núm. 2274 of August 20, 1884. That instrument did not contemplate the multinational subsidiary, the free zone manufacturer, the offshore reinsurer, or the tourism conglomerate governed by boards sitting in Miami, Madrid or Toronto. On August 3, 2025, the Congreso Nacional replaced it with Ley núm. 74-25, Orgánica que instituye el Código Penal de la República Dominicana, published in the Gaceta Oficial on August 5, 2025 (Congreso Nacional 2025). After a twelve month vacatio legis, the new code entered into force in the first days of August 2026 (Diario Libre 2026b).
The reform touches nearly every corner of the criminal law, yet for the foreign investor, lender, reinsurer and franchisor the provision of greatest consequence is structural. For the first time in Dominican legal history, the code makes juridical persons criminally responsible for offenses committed on their behalf, and it reaches through the corporate veil to parent companies and to the owners, directors and officers who govern them (Asociación de Bancos Múltiples 2025). This essay describes the new regime of Dominican corporate criminal liability, explains why it matters to businesspersons who operate in or transact with the Republic, and proposes the measures and countermeasures that prudent enterprises should already have in motion.
From personal culpability to organizational fault
The architecture of Dominican corporate criminal liability is set out in Articles 8 through 11 of Ley 74-25. Article 8 provides that juridical persons shall be criminally responsible for punishable acts or omissions of their organs, representatives or subordinates committed in their representation, whenever those acts are also the consequence of the entity’s failure to discharge its duties of direction, control or supervision over those same organs, representatives or subordinates (Congreso Nacional 2025, art. 8). Liability is not purely vicarious; it is grounded in a defect of organization. The state must show both a predicate offense by a human actor and a supervisory failure by the enterprise, and once both are shown the entity answers in its own name.
Paragraph I of Article 8 permits conviction of the entity even where the individual perpetrator cannot be identified, has died or has disappeared, provided the act was one that only a person exercising legal or de facto representation, direction or management could have accomplished (Congreso Nacional 2025, art. 8, párr. I). Paragraph VII extends liability to negligent conduct: an entity is responsible when the attributable act or omission is the product of its imprudence, negligence, inadvertence, disregard of regulations or breach of the duty of care (Congreso Nacional 2025, art. 8, párr. VII). Article 9 makes explicit that corporate responsibility does not displace the personal responsibility of any natural person who participated as author or accomplice (Congreso Nacional 2025, art. 9). Article 10 provides that liability survives dissolution, cessation of operations or any universal transfer of the entity’s patrimony (Congreso Nacional 2025, art. 10). Article 11 extends responsibility across corporate groups to the juridical person that holds legal or de facto control over the entity that committed the offense (Congreso Nacional 2025, art. 11).
Ley núm. 44-26, promulgated on July 27, 2026, refined these provisions. Under the amended Article 11, a controlling company answers where it intervened in, authorized, tolerated or knowingly benefited from the offense, or where it failed in its own duty of supervision (Diario Libre 2026a). The amending law also deferred Articles 8 through 11 for three months, so that Dominican corporate criminal liability begins to apply on November 5, 2026, while the balance of the code has been in force since August (Pellerano & Herrera 2026; Ulises Cabrera 2026).
The penalties: fines indexed to public sector wages, closure, disqualification and corporate death
The sanctions regime reserved for juridical persons is found in Articles 39 through 45. For very serious and serious offenses, the principal penalties are the fine, the complementary penalties, and legal dissolution of the entity (Congreso Nacional 2025, art. 39). Fines are denominated in multiples of the public sector minimum wage: one hundred to one thousand five hundred such wages for very serious offenses, and fifty to five hundred for serious ones (Congreso Nacional 2025, art. 40).
The complementary penalties of Article 41 are the provisions that should most concentrate the attention of a foreign board. They include confiscation of proceeds and instrumentalities; definitive closure, or temporary closure for up to three years, of one or several establishments or of the entire operation; definitive or five year disqualification from public tenders; definitive or five year revocation of any concession, license, permit or administrative authorization on which the business depends; and disqualification from public offerings of securities (Congreso Nacional 2025, art. 41). A recidivist entity receives the statutory maximum fine (Congreso Nacional 2025, art. 53), and fines and confiscation are collected from the liquidation proceeds of a dissolved company (Congreso Nacional 2025, art. 79).
Read together, these provisions mean that a Dominican subsidiary can lose its operating license, its free zone authorization, its concession or its eligibility to contract with the state, and that the parent that tolerated the conduct can be pursued alongside it. For an insurer, a bank, a hotel operator or a concessionaire, revocation of the enabling title is the end of the enterprise.
Where the exposure lies for the individual director and officer
Article 2 reaffirms that criminal responsibility is personal and that no one may be punished for the act of another (Congreso Nacional 2025, art. 2). What changed is the number of doorways through which a director or officer may walk into personal liability.
The first doorway is Article 12, commission by omission. Where an offense produces a material result, the result is attributable to the person who had the duty and the ability to prevent it and failed to do so, provided that person occupied a position of guarantor, whether by law, by contract, by the voluntary assumption of a duty of protection or by having created the source of danger (Congreso Nacional 2025, art. 12). A managing director who signs the operating license, a compliance officer who accepts a supervisory mandate, and a board that approves a risk policy may each be found to occupy a guarantor position. Banking sector commentators have already asked whether the compliance officer occupies a guarantor position inside the obligated entity, a question the courts will answer case by case (Rodríguez 2026).
The second doorway is the code’s expansion of authorship and complicity. Article 3 treats as an author anyone who induces another to commit the offense or who contributes an act or omission without which the crime would not have been consummated, while Article 5 defines complicity to include accessory contributions by prior or simultaneous acts or omissions (Congreso Nacional 2025, arts. 3, 5). An executive who approves a payment to a “consultant” retained to secure a permit is not insulated by distance from the transaction.
The third doorway is the reappearance of specific offenses whose subjects are, by their nature, proprietors and managers. Article 112, paragraph II, imposes graduated prison terms on the owner or possessor of a commercial, lodging, entertainment or event facility whose failure to make required repairs or observe safety regulations results in death, reaching ten years of prisión mayor where more than five people die (Congreso Nacional 2025, art. 112, párr. II). The code also reorganizes the public corruption offenses, treating bribery, influence peddling, illegal enrichment, conflict of interest and the irregular payment of administrative contracts as offenses of the same nature for recidivism purposes (Congreso Nacional 2025, art. 54, párr. II), and it dovetails with Ley núm. 47-25 on public procurement, which introduced corporate criminal responsibility for bribery and collusion by state suppliers (Ulises Cabrera 2025).
Why the foreign businessperson cannot look away
The instinct of a U.S. or European executive is to regard Dominican corporate criminal liability as a matter for local counsel. Three considerations make that instinct dangerous.
First, the territorial reach of the code is broad. Article 2 applies the criminal law to offenses committed wholly or partly in the Dominican Republic and to offenses whose effects are produced in its territory (Congreso Nacional 2025, art. 2). A decision taken abroad that produces a harmful result on Dominican soil is within the reach of the Dominican prosecutor.
Second, the regime converges with the extraterritorial statutes to which foreign businesspersons are already subject. The United States Foreign Corrupt Practices Act criminalizes corrupt payments to foreign officials by issuers, domestic concerns and persons acting within U.S. territory, and imposes books and records and internal controls obligations on issuers (U.S. Code, Title 15, §§ 78dd-1 to 78dd-3, 78m). The Department of Justice and the Securities and Exchange Commission treat the effectiveness of a compliance program as a principal factor in charging decisions (U.S. Department of Justice and Securities and Exchange Commission 2020). The Dominican code borrows the same logic from the United Nations Convention against Corruption, whose Article 26 obliges state parties to establish the liability of legal persons (United Nations 2003). A Dominican prosecution can therefore trigger disclosure obligations and parallel investigations at home, and a home jurisdiction resolution can be cited as evidence of organizational fault in Santo Domingo.
Third, the code sits atop the existing anti money laundering framework of Ley núm. 155-17, which already binds insurers, brokers, lawyers, notaries and real estate professionals as obligated subjects (Congreso Nacional 2017). Banking commentators observe that the debate has moved from whether juridical persons should answer criminally to how that responsibility will be applied, and that compliance models are now the point of contact between administrative sanction and criminal punishment (Rodríguez 2026).
The statutory safe harbor and its demands
The legislature did not leave enterprises without a defense. Article 8, paragraph III, provides that the duties of direction, control and supervision are deemed satisfied, and the entity does not answer criminally, when two conditions are met: the entity demonstrates objectively that it adopted and implemented a compliance program appropriate to its economic sector, and the program’s measures were evaded by a subordinate or by persons outside management through fraudulent maneuvers that prevented management from detecting them, with management reporting the matter to the competent authority upon learning of it (Congreso Nacional 2025, art. 8, párr. III). Paragraphs II and VI permit mitigation, or diversion to alternative resolutions with probationary periods, where the entity maintains verifiable compliance programs in execution or has implemented them in part (Congreso Nacional 2025, art. 8, párrs. II, VI).
Paragraph IV originally required, at minimum, an express identification of the areas of criminal risk; an organ with autonomous powers to supervise the program; a protocol for acting upon detection of risk, including a disciplinary system; and periodic review of the model (Congreso Nacional 2025, art. 8, párr. IV). Ley 44-26 elaborated that list. Depending on the nature, size, activity and risks of each organization, the program should now include codes of conduct, identification and control of criminal risks, continuous training, an autonomous supervisory organ, financial and accounting controls, disciplinary regimes, anonymous reporting channels, whistleblower protection, investigation procedures, periodic review and documentary traceability (Pellerano & Herrera 2026). Small and medium enterprises may implement these elements proportionally, and their compliance function may be assumed by the administrative organ (Congreso Nacional 2025, art. 8, párr. V).
The banking association is blunt: measures that exist on paper will not suffice; they must have real operative effect and be kept current (Asociación de Bancos Múltiples 2025). The safe harbor from Dominican corporate criminal liability is available only to the enterprise that can prove, with documents and testimony, that its program was designed, staffed, tested and enforced before the offense occurred.
Measures and countermeasures for the prudent enterprise
The eight weeks that remain before November 5, 2026 are sufficient for a disciplined enterprise to move from exposure to defensibility.
Commission a criminal risk map. For a foreign owned business this means mapping every touchpoint with public officials, every license and concession on which the operation depends, every intermediary compensated for outcomes, every facility open to the public, and every flow of funds that could implicate Ley 155-17. The map should be prepared with counsel so that it enjoys privilege and translates into controls.
Establish the autonomous supervisory organ. For a subsidiary of a foreign group this raises a governance question: whether the Dominican compliance function reports to the local board, to the parent’s chief compliance officer, or to both, and how its independence from the local general manager is documented. Because the amended Article 11 makes the parent’s own supervision relevant, the reporting line should demonstrate active oversight rather than passive tolerance.
Adopt written policies, training and a disciplinary regime that are demonstrably enforced. A code of conduct that has never produced a disciplinary consequence will be read by a prosecutor as decoration.
Open a reporting channel. It should operate in Spanish and in the language of the parent, and the investigation procedure should specify who decides whether a matter is reported to the Ministerio Público, since voluntary reporting by management is a condition of the Article 8 safe harbor.
Review the board’s own exposure. Directors’ and officers’ liability insurance placed at home should be examined for territorial scope, for criminal defense costs in Dominican proceedings, for the fines and penalties exclusion, and for the conduct exclusion’s final adjudication language. Indemnification agreements deserve the same review. Where the enterprise holds surety obligations in favor of Dominican public entities, the disqualification and revocation penalties of Article 41 should be modeled as default events under those instruments.
Prepare for the investigation before it arrives. A response protocol should designate Dominican criminal counsel, establish document preservation, and address the interaction between local privilege and the parent’s home obligations. Article 10 makes clear that restructuring after the fact will not extinguish liability.
Conduct third party due diligence with FCPA rigor. Distributors, customs brokers, permit expediters and local partners should be screened, contracted with audit rights and anti corruption representations, and monitored, because the attribution rule reaches representatives acting on the entity’s behalf.
Ley 74-25 does not make it more dangerous to do honest business in the Dominican Republic. It makes it more dangerous to do business without governance. Dominican corporate criminal liability, as it takes effect on November 5, 2026, is structurally familiar to any executive who has lived under the FCPA, the U.K. Bribery Act or the Spanish and Chilean compliance statutes: organizational fault, a compliance safe harbor, group liability for tolerant parents, and penalties that strike at licenses and market access. What is new is that these consequences now attach in a jurisdiction that many foreign businesspersons have treated as governed by informal arrangement. That era has closed.
VSP Consultores Legales, S.A., with offices in Santo Domingo and Moca and its affiliated practice VSP Law, PLLC in Raleigh and San Juan, advises foreign owners, boards and management on the design, implementation and defense of criminal compliance programs under the new code, on the restructuring of Dominican subsidiaries and group reporting lines, on directors’ and officers’ coverage and indemnification for Dominican exposure, and on representation before the Ministerio Público. Our attorneys practice in English and Spanish and bring three decades of surety, reinsurance and cross border commercial experience to the questions the new code now poses. We invite businesspersons with Dominican operations or relationships to consult with us before the November deadline.
References
- Asociación de Bancos Múltiples de la República Dominicana. 2025. “Nuevo Código Penal dominicano: implicaciones clave de la Ley 74-25.” Artículos y Perspectivas, October 2, 2025. https://aba.org.do/articulos-perspectivas/ley-74-25-nuevo-codigo-penal-responsabilidad-justicia-rd/.
- Congreso Nacional de la República Dominicana. 2017. Ley núm. 155-17 contra el Lavado de Activos y el Financiamiento del Terrorismo. Gaceta Oficial, June 1, 2017.
- Congreso Nacional de la República Dominicana. 2025. Ley núm. 74-25, Orgánica que instituye el Código Penal de la República Dominicana. Gaceta Oficial núm. 11208, August 5, 2025. https://dpej.rae.es/eli/do/lo/2025/08/03/74.
- Congreso Nacional de la República Dominicana. 2026. Ley núm. 44-26 que modifica la Ley núm. 74-25. Promulgated July 27, 2026.
- Diario Libre. 2026a. “Nuevo Código Penal: las 43 modificaciones que transforman la justicia en República Dominicana.” August 2, 2026. https://www.diariolibre.com/actualidad/justicia/2026/08/02/nuevo-codigo-penal-las-43-modificaciones-que-transforman-justicia-rd/3617663.
- Diario Libre. 2026b. “Código Penal República Dominicana entra en vigor.” August 3, 2026. https://www.diariolibre.com/actualidad/justicia/2026/08/03/codigo-penal-republica-dominicana-entra-en-vigor/3618551.
- Pellerano & Herrera. 2026. “Modificaciones al nuevo Código Penal Dominicano: Ley 44-26.” July 29, 2026. https://phlaw.com/es/modificaciones-al-nuevo-codigo-penal-dominicano-ley-44-26/.
- Rodríguez, Juan Pablo. 2026. “Responsabilidad penal de las personas jurídicas en la República Dominicana: una herramienta de lucha contra el crimen organizado.” Revista ABANCE, May to August 2026. https://aba.org.do/articulos-perspectivas/responsabilidad-penal-personas-juridicas-ley-74-2025-republica-dominicana/.
- Ulises Cabrera. 2025. “Resumen ejecutivo: Ley núm. 47-25 sobre Contrataciones Públicas.” July 28, 2025. https://www.ulisescabrera.com/wp-content/uploads/2025/08/Ley-Num.-47-25-sobre-Contrataciones-Publicas.pdf.
- Ulises Cabrera. 2026. “El nuevo Código Penal y los retos del cumplimiento normativo y la prevención del lavado de activos en República Dominicana.” August 2026. https://www.ulisescabrera.com/el-nuevo-codigo-penal-y-los-retos-del-cumplimiento-normativo-y-la-prevencion-del-lavado-de-activos-en-republica-dominicana/.
- United Nations. 2003. United Nations Convention against Corruption. General Assembly Resolution 58/4, October 31, 2003.
- U.S. Code. Title 15, §§ 78dd-1, 78dd-2, 78dd-3, 78m. Foreign Corrupt Practices Act of 1977, as amended.
- U.S. Department of Justice and Securities and Exchange Commission. 2020. A Resource Guide to the U.S. Foreign Corrupt Practices Act. 2nd ed. Washington, DC.
About the author: C. Constantin Poindexter Salcedo is a partner at VSP Consultores Legales, S.A., founder of Surety One, Inc., chief executive of Janus Assurance Re, and author of The Contractor’s Guide to Surety Bonds.