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

Until January 1, 2022, it was possible to register an International Business Company. However, now the registration of this form of company is prohibited. However, Dominica still retains the status of a jursidiction with a preferential taxation system.

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 a company 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 1-2 days.

A company 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 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 company 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.

There are no statutory requirements for a company to have a seal.

The redomiciliation of companies to or from Dominica is permitted.

A private limited liability company may have one director, no residency requirements.

A public limited liability company requires a minimum of 3 directors.

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 number of shareholders for both a private limited company and a public limited company is one. Shareholders may be of any nationality and reside in any country.

A Dominica company 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.

There is no minimum capital amount. There is also no maximum amount and it does not affect the registration fee or annual fees. Capital can be issued in any currency.

Shares can be with or without par value.

The shares of a public company (as opposed to a private company) are traded on a stock exchange.