Dominica

Dominica was the last of the Caribbean islands to be colonized by Europeans due chiefly to the fierce resistance of the native Caribs. France ceded possession to Great Britain in 1763, which made the island a colony in 1805. In 1980, two years after independence, Dominica's fortunes improved when a corrupt and tyrannical administration was replaced by that of Mary Eugenia Charles, the first female prime minister in the Caribbean, who remained in office for 15 years. Some 3,000 Carib Indians still living on Dominica are the only pre-Columbian population remaining in the eastern Caribbean.

Service packages

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Service item	Express	Standard	Optimum
Company registration	✓	✓	✓
Legal address per year	✓	✓	✓
Secretarial services for the first year	✓	✓	✓
Fees and duties for the first year	✓	✓	✓
Apostilled bound set of incorporation documents	✓	✓	✓
Compliance fee	✓	✓	✓
Nominee service per year		✓	✓
Bank Account Pre-approval			✓
Price	2 100 USD	3 465 USD	3 965 USD

Core Services

2 100 USD

— Incorporation

including incorporation tax, state registry fee, including Compliance fee

included

— Annual government fees

Commercial Register annual and incorporation fee

1 410 USD

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

140 USD

—Delivery of documents by courier mail

DHL or TNT, at cost of a Courier Service

550 USD

— Apostilled set of Statutory documents

Basic set of documents

Apostilled Certificate of Incorporation

Memorandum and Articles of Association

Apostilled Appointment of Director

Resolution of first Shares allotment

Share Certificate

Page with Apostille

Optional services

990 USD

Nominee Director

Paid-up “nominee director” set includes the following documents

Resolution effecting the issuing of Power of Attorney

Apostilled Power of Attorney

Consent Letter

Director Resignation Letter

Nominee Director’s Declaration

Resolution effecting the change of Director

375 USD

Nominee Shareholder

Paid-up “nominee shareholder” set includes the following documents

Deed of Trust

Instrument of Transfer

Related services

Tax Certificate

Company’s tax exemption certificate

Tax Certificate

390 USD

Certificate of Good Standing

Document issued by a state agency in some countries (Registrar of companies) to confirm a current status of a body corporate. A company with such certificate is proved to be active and operating.

Certificate of Good Standing

390 USD

Incumbency

Incumbency

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

150 USD

Basic

simple company structure with only 1 physical person

50 USD

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 USD

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

250 USD

For client with high risk Status

Cost of incorporation, including first year servicing	2100
Cost of nominee director services per year, including an apostilled set of documents	990
Cost of nominee shareholder services per year, including an apostilled set of documents	375
Cost of annual service, starting from the second year	1410
Open account in	28693
Incorporation timescale for a turnkey company	1-2 days
Country	26696

General information shortly

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Total area	Population	Capital	Unemployment	Corruption perceptions index rank
754 sq. km	73.449 (2014)	Roseau	23% (2000)	41 (2013)

Location	Caribbean
National currency	East Caribbean dollar
Conditional reduction of currency	XCD
Against USD	2.69
Climate, average max and min t°	Tropical; moderated by northeast trade winds; heavy rainfall
Time difference from Moscow	- 8 hours
Dialing code	+1-767
State language	English
Ethnic groups	Black 86.8%, mixed 8.9%, Carib Amerindian 2.9%, white 0.8%, other 0.7%
Literacy rate	94%
Credit rating	B
Government type	parliamentary democratic republic
Executive branch	Prime minister and his cabinet
Legislative branch	Government and unicameral Parliament (32 members)
Judicial branch	3 magistrate's courts, Eastern Carribean Court of Appeal
GDP per capita rank	71 (2013)

Corporate info

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Shelf companies permitted	Legal system	Incorporation timescale for a turnkey company	Cyrillic alphabet permitted in company name	Local registered office
Yes	Based upon English Common Law	1-2 days	No	Yes

Types of entity	private limited liability companies; public limited liability companies; non-profit companies
Incorporation timescale for a new company	1-2 days
Company suffix	"limited", "corporation" or "incorporated" or the abbreviation "ltd." or "corp." or "inc."
Sensitive words	"Government", "Govt", "National", "Royal", "Republic", "Commonwealth" or "Dominica"; Bank, Assurance, Building Society, Chamber of Commerce, Foundation, Trust
Local registered agent	Yes
Information to be kept at the registered office	minutes of the First meeting and Director’s appointment; registers of Directors/Shareholders; Share certificates; register of mortgages and encumbrances (optional); beneficial owner declaration and passport copies
Seal required, type of seal	not required
Redomiciliation (to, from) permitted	permitted

Director and secretary

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Minimum number of directors	Residency requirements for directors	Corporate directors permitted	Disclosure to local agent	Disclosure to public
1	No	Yes	Yes	No

Directors’ meetings/frequency/location	No requirements
Company secretary required	No
Residency requirements for a secretary	No
Qualified secretary required	No
Corporate secretary permitted	No

Shareholder and beneficiary

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Minimum number of shareholders	Residency requirements for shareholders	Corporate shareholder permitted	Disclosure to local agent	Disclosure to public
1	No	Yes	No	No

Meetings/frequency/location	No requirements
Beneficiary info disclosure to	No

Shares and share capital

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Minimum authorized share capital	Minimum issued share capital	Minimum paid share capital	Authorized capital payment deadlines	Bearer shares permitted
No requirements	No requirements	No requirements	No requirements	Yes

Issued capital payment deadlines	No requirements
Standard currency	US dollar
Standard authorized share capital	100
Standard par value of shares	1
Shares with no par value permitted	Yes

Taxes

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Min. rate for corporate tax	Capital gains tax	VAT	Withholding tax	Exchange control
0%	No	No	No	No

Personal tax	No
Corporate tax (in detail)	The law provides a minimum 20 years Tax Exemption for offshore companies beginning from the day of incorporation
Other taxes	No
Government fee	500 USD
Stamp duty	No

Accounts

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Requirement to file accounts	Publicly accessible accounts	Audit required	Requirement to file Annual Return	Publicly accessible Annual Return
No	No	No	No	No

Requirement to prepare accounts	Yes
Double tax treaties network	11
Tax Exchange Information Agreement network	20
OECD member	No
Offshore/onshore status according to the RF laws	Yes

GENERAL INFORMATION

General Info

Dominica, officially the Commonwealth of Dominica, is an island nation in the Lesser Antilles region of the Caribbean Sea, south-southeast of Guadeloupe and northwest of Martinique.
Total area of the country is 754 sq. km. The population is 73.449 (2014). Among ethnic groups are 86.8% Black, 8.9% Mixed, 2.9% Kalinago, 0.8% European, 0.7% others.
The capital is Roseau.
The official language is English.
The currency is XCD. 1 USD is equal to 2.69 XCD.
Climate of Dominica is tropical; moderated by northeast trade winds; heavy rainfall.
Time difference with Moscow is -8 hours.
Literacy rate is 94%.
Calling code is +1-767.

History

Government Type

Dominica is a parliamentary democratic republic.
The head of state is the President, elected for a five-year term by the parliament.
Executive power belongs to the cabinet, headed by the prime minister.
Legislative power is vested in both the government and the unicameral Parliament which consists of the 32-member House of Assembly.
Judicial power comprises the three magistrate’s courts, with appeals made to the Eastern Caribbean court of Appeal and, ultimately, to the Judicial Committee of the Privy Council in London.

Economy

In 2008, Dominica had one of the lowest per capita gross domestic product (GDP) rates of Eastern Caribbean states. The country nearly had a financial crisis in 2003 and 2004, but Dominica's economy grew by 3.5% in 2005 and 4.0% in 2006, following a decade of poor performance. Growth in 2006 was attributed to gains in tourism, construction, offshore and other services, and some sub-sectors of the banana industry.
Bananas and other agriculture dominate Dominica's economy, and nearly one-third of the labour force works in agriculture. This sector, however, is highly vulnerable to weather conditions and to external events affecting commodity prices. In response to reduced European Union (EU) banana trade preferences, the government has diversified the agricultural sector by promoting the production of coffee, patchouli, aloe vera, cut flowers, and exotic fruits such as mango, guava, and papaya. Dominica has also had some success in increasing its manufactured exports, primarily soap.
Dominica is mostly volcanic and has few beaches; therefore, tourism has developed more slowly than on neighboring islands.

CORPORATE INFORMATION

Legal System

The legal system in Dominica is based upon the English common law.

Types of Entity

The principal forms of business organization in Dominica are:

private limited liability companies;
public limited liability companies;
non-profit companies

For offshore solutions, the most common structure is the IBC.

REGISTRATION

Company Name

There is a range of requirements to the company name in Dominica:

The word "limited", "corporation" or "incorporated" or the abbreviation "ltd." or "corp." or "inc." must be part of the corporate name of every company;
A name must not be the same as a name already on the register in Dominica;
A name must not be so similar as to confuse or mislead;
It must not imply a connection with any part of government (unless approved by the Minister), a political party or its leader, or a university or professional association (unless there is a formal consent).
It must not give a false impression of the nature of the business, how goods or services will be produced or supplied, who will be employed, or where its products or services will come from.
It must not be in any way objectionable.

Registration of IBC

The following steps are required to incorporate an IBC in Dominica:

Check whether the name is available
Prepare the Memorandum and Articles of Association
Register with the Commercial Registry

A company can be established in 1 day.

Restriction of Activities

IBC should not –

carry on business in Dominica with persons domiciled or resident in Dominica; or
own an interest in real property situated in Dominica; or
accept banking deposits; or
accept contracts of insurance.

However, an IBC should not be treated as carrying on business with persons resident in Dominica by reason only of the fact that it –

makes or maintains deposits with a person carrying on business in Dominica;
makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust and administration companies, investment and financial advisers, or other similar persons carrying on business in Dominica;
prepares or maintains books and records in Dominica;
holds in Dominica meetings of directors or members;
holds an interest or interests in real property or properties for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;
holds shares, debt obligations or other securities in a company incorporated under IBC Act or Companies Act.

Local Registered Office and Registered Agent

An IBC shall at all times have a registered office in Dominica maintained by the company or its registered agent.
The following documents must be kept at the Registered Office:

Minutes of all meeting of its - directors, members, committees of directors, committees of officers and committees of members
Copies of all resolutions consented to by its - directors, members, committees of directors, committees of officers and committees of members
Registers of Directors/Shareholders
Share certificates
Register of mortgages and encumbrances (optional)
Beneficial Owner Declaration and passport copies
Accounting records

An IBC shall at all times have a registered agent in Dominica. Only a barrister and solicitor or an accountant practicing in Dominica can act as a registered agent. No person shall be a registered agent unless he has been licensed by the Registrar to act as a registered agent.
An IBC may, by a resolution of directors, amend its Memorandum to change the place of its registered office or to change its registered agent.
The company that contravenes the requirements above is liable to a penalty of 100 US dollars for each day or part thereof during which contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

Seal

There are no statutory requirements for an IBC to have a seal.

Redomicile

The redomiciliation of companies to or from Dominica is permitted.

COMPANY STRUCTURE

Directors

The minimum requirement for a Dominican IBC is one director. A director may be either a natural person or a corporate entity. Directors may be either a natural person or a corporate entity. A director and shareholder may be the same person. Nominee directors are allowed.
Director's meetings are not required.

Secretary

There is no statutory requirement for a secretary or other officers for Dominica corporations; however, if officers are required they can also be directors and shareholders.

Shareholders

The minimum requirement for a Dominican IBC is one shareholder. Shareholders may be either a natural person or a corporate entity. Shareholders may be of any nationality and reside in any country. Nominee Shareholders are allowed.
A Dominica IBC does not need to hold an Annual General Meeting of its shareholders. If such a meeting is decided on, it may be held anywhere in the world and by any means including by telephone or other electronic means, once effective communication is ensured.
Shareholders’ derails are not available to public.

Beneficiary

Beneficiaries’ details do not appear on a public profile. Generally, service providers including firm specializing in company formation, trust managers, lawyers, and accountants, keep beneficiaries’ information in strict confidentiality.
The information on the Beneficial Owners is kept at the Registered Office and not available to the public.
The IBC Act under Section 112 makes it an offence punishable by a fine of US $25,000.00 and imprisonment for two years for anyone including an auditor or official liquidator to reveal any information regarding a Dominica corporation, except by order of the Court, and solely relating to criminal activities.

Share Capital and Shares

There are no minimum requirements for share capital of a Dominica IBC. The maximum share capital has no limitation and does not affect the registration fee or the annual fees. Share capital can be issued in any currency.
Shares can be issued with or without par value.
Shares may be issued as registered or bearer form.
The standard share capital is US$ 100.

TAXATION

Personal Income Tax

There is no personal income tax for IBCs in Dominica.

Corporate Tax

There is no corporate tax for IBCs in Dominica.

Capital Gains Tax

There is no capital gains tax for IBCs in Dominica.

VAT

Dominica IBCs are not subject to VAT.

Withholding Tax

Dominica IBCs are not subject to withholding tax.

Stamp Duty

Dominica IBCs are not subject to stamp duty.

Government Fee

Dominica IBC should pay annual fees on the birthday of the IBC and every twelve (12) months thereafter. The amount of the fee depends on the date of payment:

if paid by 30 June	500 USD
if paid after 30 June but by 31 October	550 USD
if paid after 31 October but by 31 December	750 USD
for every subsequent 3-month period	+250 USD

Other Taxes and Duties

Dominica IBCs are exempt from taxation.

Double Tax Agreements

Dominica has exchange of information relationships with 31 jurisdictions through 11 DTCs and 20 TIEAs:

11 DTCs: 11 DTC: Antigua and Barbuda, Barbados, Belize, Grenada, Guyana, Jamaica, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Switzerland, Trinidad and Tobago
20 TIEAs: 20 TIEA: Australia, Belgium, Canada, Denmark, Faroe Islands, Finland, France, Germany, Greenland, Iceland, Ireland, Netherlands, New Zealand, Norway, Poland, Portugal, South Africa, Sweden, United Kingdom, United States

Foreign Exchange Control

There is no exchange control in Dominica.

ACCOUNTS

Financial Statements

A company incorporated IBC Act shall keep and make available to the Registrar at all reasonable times accounting records that -
- are sufficient to record and explain the transactions of the company; and
- will at any time enable the financial position of the company to be determined with accuracy
A company shall keep accounting records required to be kept under subsection for a period of seven years from the date on which they are prepared.
The accounting records and minutes required by this section shall be kept in English, at the registered office of the company in Dominica.
In this section "accounting records" means all books, vouchers, invoices, contracts, financial statements, and any other relevant records pertaining to the financial affairs, including the assets and liabilities, of a company incorporated in Dominica.
A company that willfully contravenes this section is liable to a penalty of the hundred United States dollars in respect of each day of part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to alike penalty.

Annual Return

Dominica IBCs are not required to prepare and file annual return.

Tax Returns

Dominica IBCs are not required to file tax return.

International law relations

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Party to the Hague Convention (Apostille)	Legal system	Double tax treaties network	OECD member	Offshore/onshore status according to the RF laws
Yes	Based upon English Common Law	11	No	Yes

Public authorities and legal acts

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List of laws and regulations

Act name	Scope of law
The International Business Companies Act, No. 10 of 1996	IBC
The Companies Act, Act No. 21 of 1994	companies

Tax treaties entered

Antigua and Barbuda, Barbados, Belize, Grenada, Guyana, Jamaica, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Switzerland, Trinidad and Tobago

Tax Exchange Information Agreement (TEIA)

Australia, Belgium, Canada, Denmark, Faroe Islands, Finland, France, Germany, Greenland, Iceland, Ireland, Netherlands, New Zealand, Norway, Poland, Portugal, South Africa, Sweden, United Kingdom, United States

List of state regulatory authorities


Government of the Commonwealth of Dominica	http://www.dominica.gov.dm
Ministry of Tourism and Legal Affairs	http://tourism.gov.dm
Invest Dominica Authority	http://www.investdominica.com
Companies & Intellectual Property Office	http://www.cipo.gov.dm/dominica/default.aspx
Inland Revenue Division	http://ird.gov.dm
Dominica Social Security	http://www.dss.dm/index.cfm
Maritime Registry	http://www.dominica-registry.com/index.php?page_id=2

Legal Partner of Review:

IBC LAB

IBC LAB is a licensed registered agent for Dominica IBC and we are based in Roseau, Commonwealth of Dominica. Our company specializes in provisioning of incorporation, secretarial and nominee services. We are a team of professionals with extensive experience in company formation. We operate in Dominica since 2009. We provide tailor-made solutions for private and institutional clients such as companies formation in other Caribbean jurisdictions, bank accounts within Caribbean region, private foundation, vessels registration and registration of business licenses (forex, payment processing, trading etc.).

Dominica IBC Formation