The International Business Companies Act was enacted in June 1996 and provides for the incorporation, operation and regulation of International Business Companies (IBC’s). Dominica laws allow for the following categories of business ownership: Private Limited Companies, Limited Liability Partnership, Sole Proprietor, Public Companies, Trusts. The most popular form used by international investors for registering Dominica IBC is private limited company. An Offshore Company incorporated in the Commonwealth of Dominica, shall not: do business with residents of Dominica, own interest in real property in Dominica, carry on business in banking or trust and insurance or re-insurance business except if the appropriate license is granted, provide company management or registered offices for a Dominica Offshore Corporations.
Dominica companies’ names must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in Dominica by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
A minimum of one shareholder is required which may be an individual or a body corporate. The details of company beneficial owners and shareholders are not part of the public records. Shareholders may reissue and reacquire their own shares.
There is no specific minimum capital requirement. The standard authorized share capital is US$ 100. The minimum issued capital may be one share of no par value or one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
DIRECTORS OF THE COMPANY
Dominica IBC requires a minimum of one director and corporate directors are permitted. Details of the directors do not appear on the public file. There is no requirement to have resident directors.
REGISTERED OFFICE AND LOCAL AGENT/SECRETARY
Dominica companies must maintain a registered office and registered agent who may be corporate body or individual resident in Dominica. Copies of the Articles of Association, Memorandum of Association, and Certificate of Incorporation must be kept at the Registered Office. A copy of the Register of Directors must also be kept at the Registered Office of the IBC. The Register is not available to the public.
The directors and the shareholders meetings need not be held in Dominica; also there is no requirement for an Annual General Meeting. All meetings may be held outside Dominica, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Usually it is 3-5 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of company Secretary & registered agent
- Payment of annual government fee