Cross-border transactions are becoming increasingly common in the Dominican Republic. As is well known, the legal component plays a significant role throughout the process of carrying out such transactions. Nevertheless, it is increasingly common for companies, investors, and even legal professionals to confuse international standards with actual legal obligations. This situation can lead to poorly structured contracts and, consequently, unnecessary risks and legal contingencies.<\/p>\n
Legally binding rules are always a practical necessity for any transaction involving exports, imports, foreign investment, or the provision of international services to or from the Dominican Republic. It is important to remember that failure to comply with legally binding rules may generate enforceable consequences before Dominican courts or administrative authorities.<\/p>\n
The Dominican Republic has a robust legal framework that provides legal certainty, including: the Constitution of the Dominican Republic as the supreme law; the Civil Code; the Commercial Code; the General Corporate Law; the Public International Law Act; the Private International Law Act; regulations, decrees, and administrative resolutions issued by competent authorities (DGII, DGA, Central Bank, MICM, among others); international treaties; and related legal instruments.<\/p>\n
When we refer to soft law, we mean instruments that are not legally binding in and of themselves, but which significantly influence the negotiation, interpretation, and execution of international contracts connected to the Dominican Republic.<\/p>\n
In Dominican practice, soft law includes best practice standards relating to compliance, corporate governance, sustainability, and international trade; codes of conduct and sector-specific self-regulatory frameworks; the Incoterms (International Commercial Terms) issued by the International Chamber of Commerce; as well as guidelines and principles developed by international organizations such as the Organisation for Economic Co-operation and Development and the United Nations Commission on International Trade Law.<\/p>\n
It is important to emphasize that soft law does not replace Dominican law or the contractual terms agreed upon by the parties. However, in certain circumstances, it may become legally binding if expressly incorporated into a legal instrument; if used as an interpretative criterion accepted by judges or arbitrators; or if indirectly required by counterparties, lenders, or regulatory authorities.<\/p>\n
The most common example is the use of Incoterms:<\/p>\n
They are not part of Dominican positive law, but they become fully binding when contractually adopted by the parties (FOB Incoterms\u00ae 2020, CIF Incoterms\u00ae 2020, etc.).<\/p>\n
In many cases, the problem is not the absence of rules, but rather the lack of clarity regarding their legal nature. The role of legal counsel in international operations to and from the Dominican Republic is to: i) identify which rules apply automatically (legally binding rules); ii) determine which instruments merely serve as guidance (soft law); and iii) identify the client\u2019s objectives in order to strategically determine what should be incorporated into \u2014 or excluded from \u2014 an international contract.<\/p>\n
The true value of legal counsel lies in placing at the service of clients a modern contractual practice that demands precision and a strategic understanding of the sources of law.<\/p>","protected":false},"excerpt":{"rendered":"
Cross-border transactions are becoming increasingly common in the Dominican Republic. As is well known, the legal component plays a significant role throughout the process of carrying out such transactions. Nevertheless, it is […]<\/p>\n","protected":false},"author":3,"featured_media":472,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-470","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-leyes-republica-dominicana"],"acf":[],"yoast_head":"\n