Company Registration in Dominica - Business Starting & Setup

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

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.

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.

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

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

A company can be established in 1 day.

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.

An IBC shall at all times have a <b>registered office</b> 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 andcommittees of members
• Copies of all resolutions consented to by its - directors, members, committees of directors, committees of officers andcommittees 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.

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

The redomiciliation of companies to or from Dominica is permitted.

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.

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.

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.

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.

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.