Dominica Offshore Company Formation
Legal form: 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.
Name of the Dominican company: 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.
The share capital: There is no specific minimum capital requirement. The standard authorized share capital is US$ 100,000. 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.
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.
Taxation: Dominican International Business Companies are exempt from all Dominican local taxes, duties and other similar charges for twenty (20) years.Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.