Legal issues of general application

Government permission

What government approvals are required for typical project finance transactions? What fees and other charges apply?

Government approval of project finance transactions is only required in certain sectors, such as in free zones, telecommunications, energy, mining and port concessions.

Registration of financing

Must any of the financing or project documents be registered or filed with any government authority or otherwise comply with legal formalities to be valid or enforceable?

All security agreements must be executed or translated into Spanish, notarised, and registered as described above. If executed abroad, agreements must be apostilled.

The financing agreement only needs to be translated if it will be enforced pursuant to local laws.

Arbitration awards

How are international arbitration contractual provisions and awards recognised by local courts? Is the jurisdiction a member of the ICSID Convention or other prominent dispute resolution conventions? Are any types of disputes not arbitrable? Are any types of disputes subject to automatic domestic arbitration?

The Dominican Republic has been a member of the 1958 New York Convention on the Recognition and Enforcement of Arbitral Awards since 2001. Also, the country has been a signatory since 2008 to the Inter-American Convention for International Commercial Arbitration. Local courts are bound to recognise arbitration agreements as well as the mandatory referral of disputes relating to these agreements to arbitration.

According to arbitration law, Law 489-08, matters of public order cannot be judged in arbitration, and matters that cannot be part of a private settlement cannot be entered into arbitration. In this sense, we include cases about family law (eg, divorce, child support, alimony), foreclosure procedures, land litigation (related to the matters of the Land Law), criminal cases, etc.

According to Law 489-08, judicial enforcement of foreign arbitral awards is subject to a court order (an exequatur), issued by local courts. The main requirements for the Dominican courts to grant an exequatur are that the legal requirements in the country of origin have been correctly applied and that the ruling has been authenticated, apostilled and has complied with the formalities required by the law of origin.

Law governing agreements

Which jurisdiction’s law typically governs project agreements? Which jurisdiction’s law typically governs financing agreements? Which matters are governed by domestic law?

As a result of the principle of contractual freedom, and according to Law 544-14, foreign law may be chosen as the applicable law to an agreement to the extent that such a choice of law is not contrary to public policy. New York law and the laws of England and Wales are frequently chosen for finance agreements. As for matters governed by domestic law, securities involving real estate assets and movable assets (chattel mortgages) located in the Dominican Republic are subject to Dominican law as a matter of public policy order, although overlying credits agreements can be subject to foreign law.

Submission to foreign jurisdiction

Is a submission to a foreign jurisdiction and a waiver of immunity effective and enforceable?

Yes. However, judgments from foreign jurisdictions are not enforceable in the country until the Civil and Commercial Chamber of the National District’s Court of First Instance authorises their validity and enforceability in the Dominican Republic via the exequatur. See question 22.