Fabio Guzmán-Saladín
Partner

Fabio J. Guzmán Saladín is Co-Managing Partner of Guzmán Ariza and co-chair of the firm’s corporate practice. He is widely recognized as one of the leading restructuring and insolvency lawyers in the Dominican Republic and is a trusted advisor to domestic and international companies in mergers and acquisitions, banking and finance, project finance, and complex corporate transactions.

He has served as court-appointed trustee in two of the most complex judicial restructuring proceedings conducted under Law No. 141-15, with partner Pamela Benzán Arbaje acting as expert auxiliary. In these landmark proceedings, they achieved the first court-approved restructuring plan in the country under the current insolvency framework. He also led the legal team in the first major bankruptcy and restructuring case in the Dominican Republic.

Under his leadership, Guzmán Ariza has established itself as the leading firm in restructuring and insolvency matters in the Dominican Republic, having acted in most of the admitted proceedings under the current legal regime. Among these matters, the firm handled the first restructuring in Dominican history involving trust structures.

His practice further encompasses cross-border insolvency, corporate bankruptcy, financial investigations, and asset recovery. He has represented multinational companies in complex bidding processes and government contracts in the Dominican Republic. He also collaborated with the restructuring committee of the Federation of Chambers of Commerce of the Dominican Republic in the drafting process that led to the enactment of Decree No. 38-25.

Beyond his legal practice, Guzmán Saladín serves as Chair of the Board of Directors of SCG Legal, a global network of more than 125 independent law and lobbying firms across over 65 countries. He is a former president and treasurer of the German-Dominican Chamber of Commerce and Industry, where he currently serves as a board member, and is a recognized international speaker on insolvency and restructuring matters.

Pamela Benzán Arbaje
Partner

Pamela Benzán Arbaje is a Partner at Guzmán Ariza and one of the leading restructuring and insolvency lawyers in the Dominican Republic, with a strong background in business and commercial law. She advises corporate clients, investment funds and financial institutions on complex business transactions, project finance, mergers and acquisitions, public procurement contracts and cross-border investments, while maintaining a particular focus on restructuring and insolvency matters.

Pamela has participated in nearly all major restructuring and liquidation proceedings under the Dominican Insolvency Law (Law 141-15), representing local and foreign debtors, creditors, and court-appointed officers, as well as serving as an ancillary expert to court-appointed trustees. She has also acted for foreign liquidators and debtors in cross-border insolvency cases formally recognized in the Dominican Republic, giving her extensive experience in both domestic and international insolvency proceedings. Her practice spans corporate reorganizations, distressed M&A, asset recovery and cross-border insolvency coordination.

She currently serves as Coordinator of the Observatory of Mercantile Restructuring of the Federation of Chambers of Commerce and Production of the Dominican Republic (FEDOCÁMARAS), where she contributes to the institutional development of the national insolvency framework.

Pamela is also Co-Chair of the Latin America Chapter of International Women’s Insolvency and Restructuring Confederation (IWIRC), member of the INSOL Latin America Advisory Council and a frequent speaker at both local and international insolvency forums. She has recently participated as a speaker at the Global Restructuring Review (GRR) Americas conference and the INSOL International Latin America Roundtable and is often invited to lecture on insolvency law at leading Dominican universities. She has also been invited to write on insolvency and restructuring topics for both international and local publications.

Cross-Border Insolvency under Dominican Law 141-15: Recognition of Foreign Proceedings and Emerging Jurisprudential Trends

Introduction

Since the enactment of Law No. 141-15 on Restructuring and Liquidation of Companies and Merchant Individuals, the Dominican Republic has progressively positioned itself as one of the most modern insolvency jurisdictions in the Caribbean and Latin America. The law represented a substantial shift from the outdated bankruptcy regime inherited from the Napoleonic commercial tradition and introduced a rescue-oriented insolvency framework based on internationally recognized principles. Among its most significant innovations was the incorporation of Title IV, dedicated to international cooperation and cross-border insolvency proceedings, largely inspired by the UNCITRAL Model Law on Cross-Border Insolvency.

At the time of its enactment, the inclusion of cross-border insolvency provisions was particularly ambitious for a jurisdiction that had little practical experience with international insolvency matters. Yet, given the increasing globalization of commerce, the expansion of foreign investment into the Dominican Republic, and the growing presence of Dominican companies operating abroad, the need for an effective framework governing multinational insolvency situations became unavoidable.

Today, however, those provisions are becoming increasingly relevant in practice. The growing presence of multinational groups, international financing structures, airlines, tourism operators, and foreign investors with assets or operations in the Dominican Republic has led to a rise in situations where foreign restructuring or liquidation proceedings may require recognition or coordination locally. Recent international restructurings involving airlines, hospitality groups, and multinational debt structures have demonstrated the growing importance of cross-border insolvency mechanisms for the Dominican market.

Over the past decade, Dominican courts have gradually begun to test and interpret these provisions. While domestic restructuring proceedings initially dominated the jurisprudential landscape, recent years have witnessed the emergence of important cross-border cases that have exposed both the strengths and the limitations of the Dominican insolvency regime. Among these cases, the decisions involving TMS and, more recently, Franc Gajsek have become particularly relevant in shaping the interpretation of Title IV of Law 141-15.

Origins and objectives of Title IV of Law 141-15

The cross-border insolvency provisions contained in Title IV of Law 141-15 are directly inspired by the UNCITRAL Model Law on Cross-Border Insolvency adopted by the United Nations General Assembly. The Dominican legislature adopted the core architecture and many substantive provisions of the UNCITRAL Model Law, with adaptations reflecting Dominican procedural law.

In practical terms, Title IV was intended to facilitate judicial cooperation, recognition of foreign proceedings, and coordination between jurisdictions in multinational insolvency scenarios.

Article 197 of Law 141-15 establishes the circumstances under which Title IV applies. These include situations where foreign courts or foreign representatives request assistance in the Dominican Republic; where Dominican courts or insolvency officers seek cooperation abroad; where simultaneous insolvency proceedings affect the same debtor in multiple jurisdictions; and where foreign creditors seek to participate in Dominican proceedings.

Title IV also represented a substantial modernization of Dominican insolvency law. Prior to Law 141-15, Dominican legislation contained virtually no mechanisms addressing multinational insolvency situations.

The practical evolution of cross-border insolvency in the Dominican Republic

Despite the progressive nature of the legislation, the practical application of Title IV remained relatively limited during the first years following the enactment of Law 141-15. Most insolvency proceedings involved purely domestic debtors, and courts initially focused on developing jurisprudence regarding restructuring procedures, stays of enforcement actions, creditor rankings, and approval of restructuring plans.

This evolution became particularly evident in cases where debtors possessed assets located in the Dominican Republic while simultaneously undergoing insolvency proceedings abroad.

This trend has become increasingly relevant in sectors such as aviation, tourism, hospitality, and multinational real estate structures, where companies often maintain assets, regulated operations, employees, or financing arrangements across multiple jurisdictions simultaneously. As a result, foreign restructuring proceedings may now generate direct consequences for Dominican creditors, local subsidiaries, concession rights, or locally registered assets.

One of the earliest significant cases testing the practical application of Title IV was the TMS DIENSTLEISTUNGS, GMBH proceeding, arising from Order No. 975-2022-SORD-00001 issued on February 28, 2022, by the President Judge of the Seventh Chamber of the Civil and Commercial Court of First Instance of the Judicial District of Santiago. Recognition of the foreign judicial liquidation proceeding was granted, and the sole Dominican asset was subsequently sold. However, as of the date of this publication, the closure of the local liquidation proceedings remains pending due to institutional obstacles at the Mercantile Registry of Puerto Plata, which lacks an established procedure for registering the effects of recognized foreign insolvency proceedings and has been unable to record either the liquidation proceeding itself or the appointment of the foreign judicial liquidator in the commercial registry of the affected entity.

This experience illustrates a recurring limitation within Dominican cross-border insolvency practice: while the statutory framework is modern and internationally aligned, institutional implementation has not evolved at the same pace. Registries and administrative bodies often lack the internal procedures necessary to give effect to insolvency-related measures ordered within the framework of recognized foreign proceedings. Recognition alone is insufficient if the institutions responsible for executing those measures are unable to process them.

Although the Dominican courts demonstrated openness toward recognizing and cooperating with foreign proceedings, the implementation phase revealed operational difficulties. Registries often lack internal procedures for recording insolvency-related annotations, restrictions, or transfers ordered within the framework of recognized foreign proceedings. Similarly, governmental entities sometimes failed to fully acknowledge the authority of insolvency courts or foreign representatives.

The Gajsek decision and its jurisprudential significance

The most important recent development in Dominican cross-border insolvency jurisprudence is the Gajsek decision issued by the Third Chamber of the Civil and Commercial Court of Appeal of the National District on April 6, 2026.¹As of the date of publication, the decision was rendered at the appellate level and remains potentially subject to review before the Dominican Supreme Court of Justice.

The case originated from a request filed by Grega Lippai, acting as foreign insolvency administrator appointed in Slovenia, seeking recognition and international cooperation measures in the Dominican Republic in connection with a Slovenian personal bankruptcy proceeding involving Franc Gajsek. The court of first instance granted the request, recognized the foreign proceeding, authorized international cooperation measures, designated the foreign representative as administrator of the debtor’s Dominican assets, and ordered precautionary measures affecting locally registered property, including restrictions on transfers and the suspension of individual enforcement actions.

The appeal raised several fundamental issues that had not previously been fully addressed by Dominican jurisprudence, including due process guarantees, the scope of judicial cooperation, and the substantive limits of foreign proceeding recognition under Dominican law.

One of the central issues addressed by the Court of Appeal concerned the procedural nature of recognition proceedings under Title IV of Law 141-15. The court held that Article 205(I) expressly requires recognition requests to be processed as contradictory proceedings between the foreign representative and the debtor. However, the first instance court had processed the matter through a non-adversarial proceeding and imposed measures directly affecting the debtor’s assets without prior participation by the debtor. The appellate court concluded that this procedural irregularity violated due process guarantees and justified annulment of the first instance ruling.

The appellate court also directly addressed the tension between the recognition mechanisms contained in Title IV and the substantive scope limitations of Dominican insolvency law. In its analysis, the court emphasized that Article 2 of Law 141-15 limits the application of the Dominican insolvency regime to merchant individuals and business entities, while the Commercial Code defines merchants as persons habitually engaged in commercial activities in their own name. Based on the underlying Slovenian judgment, the court concluded that Franc Gajsek had acted solely as guarantor of obligations assumed by corporate entities rather than as a merchant debtor acting personally in commerce. Relying additionally on the UNCITRAL Guide to Enactment, which recognizes that jurisdictions may exclude non-merchant individuals from cross-border insolvency regimes, the court ultimately held that recognition remained subject to Dominican public policy and the substantive limitations of Law 141-15, preventing recognition of the foreign proceeding under the Dominican insolvency framework.

The ruling is particularly significant because it reflects Dominican courts’ increasing willingness to subject foreign insolvency judgments to substantive scrutiny grounded in public policy, procedural regularity, and due process considerations, rather than granting automatic recognition.

Another particularly significant aspect of the decision was the court’s clarification regarding the relationship between cross-border insolvency recognition under Law 141-15 and the traditional exequatur regime established under Law 544-14 on Private International Law. The Court of Appeal held that insolvency and bankruptcy matters are expressly excluded from the scope of Law 544-14 and therefore cannot be subject to the ordinary exequatur framework established under that statute. As a result, the court declared inadmissible the request for homologation of the Slovenian judgment and clarified that recognition and international cooperation relating to foreign insolvency proceedings must be governed exclusively by the special framework contained in Title IV of Law 141-15.

This clarification is especially relevant because earlier cross-border insolvency cases, including TMS, had generated uncertainty regarding whether foreign insolvency decisions first required traditional exequatur recognition before insolvency cooperation mechanisms could be activated locally. By distinguishing cross-border insolvency recognition from the ordinary exequatur framework, the court adopted a more modern and functional interpretation aligned with the objectives of the UNCITRAL Model Law, eliminating procedural uncertainty regarding the applicable recognition framework and avoiding the application of an incompatible statutory regime.

The decision therefore signals an important evolution within Dominican insolvency practice. Courts are increasingly moving away from a purely formal recognition approach and toward a more sophisticated model that balances international cooperation with constitutional safeguards and domestic public policy limitations.

Taken together, the TMS and Gajsek proceedings illustrate the two axes along which Dominican cross-border insolvency practice is currently developing. At the judicial level, courts are demonstrating increasing sophistication: recognition requests are now subject to substantive scrutiny on due process, public policy, and scope of grounds, and the applicable procedural framework has been clarified.

At the institutional level, however, significant gaps remain. The TMS proceeding illustrates this directly. Despite recognition having been granted and the sole Dominican asset having been sold, closure of the local liquidation proceedings remains pending due to the inability of the Mercantile Registry of Puerto Plata to process the registration of a recognized foreign insolvency proceeding — a situation reflecting a structural deficiency that judicial development alone cannot resolve.

Counsel involved in the proceedings have engaged directly with the relevant institutions to explain the nature and requirements of cross-border insolvency recognition, and the matter is currently in the process of being resolved. As the first case of its kind to reach this stage in the Dominican Republic, TMS is also expected to lay the groundwork for future proceedings: recommendations have been made to the relevant institutions to develop internal guidelines for handling this type of registration going forward.

There are reasonable grounds to expect that institutional capacity in this area will improve. For practitioners advising clients with Dominican exposure, however, both dimensions matter equally: a well-grounded recognition order is only as effective as the administrative infrastructure capable of giving it practical effect.

Conclusion

Nearly a decade after the enactment of Law 141-15, cross-border insolvency has evolved from a largely theoretical component of Dominican insolvency law into an increasingly active and jurisprudentially significant area of practice.

The incorporation of the UNCITRAL-inspired framework positioned the Dominican Republic among the jurisdictions with modern insolvency legislation capable of addressing multinational insolvency scenarios. However, only in recent years have cases such as TMS and Gajsek begun to meaningfully test the practical, procedural, and constitutional boundaries of these provisions in real-world cross-border restructurings and liquidations.

Among these developments, the Gajsek decision stands out as a particularly important milestone in the maturation of Dominican cross-border insolvency jurisprudence. The ruling demonstrates that Dominican courts are moving beyond a purely formal application of Title IV and are instead engaging in a more sophisticated analysis involving due process, constitutional guarantees, public policy limitations, and the substantive scope of Dominican insolvency law. At the same time, the court’s clarification that recognition proceedings under Law 141-15 do not require a separate exequatur process reflects a more modern and efficiency-oriented approach to international insolvency cooperation, aligned with the practical realities of multinational restructurings.

These developments also reveal that the future evolution of Dominican cross-border insolvency practice will depend not only on judicial sophistication, but equally on institutional coordination and practical implementation. Recognition mechanisms cannot operate effectively if registries, administrative authorities, and governmental institutions lack the protocols and technical capacity necessary to execute insolvency-related measures consistently and efficiently.

This evolution carries practical significance for international practitioners. The Dominican Republic remains one of the leading recipients of foreign direct investment in the Caribbean, with substantial exposure in aviation, tourism, hospitality, energy, real estate, and free zones — sectors where multinational insolvency situations, including proceedings currently affecting major regional operators, may generate direct consequences for locally held assets, registered operations, and creditor positions. For practitioners advising on cross-border restructurings with Dominican exposure, the framework described in this article is no longer theoretical.

As international restructurings continue to increase globally, the Dominican Republic is steadily positioning itself as an emerging regional venue for cross-border insolvency cooperation. The long-term credibility of that evolution, however, will depend on the system’s ability to balance efficiency, judicial cooperation, procedural fairness, and institutional predictability within an increasingly complex international restructuring landscape.