Dominica | Company Registration

International Business Companies Act 1996

International Business Company - International Business Company (IBC). All offshore enterprises in the Commonwealth of Dominica may be incorporated only in the form of an International Business Company, which by its legal status is a Private Limited Company.

The authorized capital of the company is declared; there are no requirements for mandatory payment or for setting a minimum or maximum amount. Share capital may be declared in any currency (including a non-convertible currency).

Registered shares and bearer shares may be issued, with or without par value, stated in any currency.

Shareholders of the company may be either legal entities or individuals who are residents of any country in the world. The minimum number of shareholders is one. Shareholders may also be directors.

Directors of the company may be either legal entities or individuals who are residents of any country in the world. The minimum is one director, who has all powers except those within the exclusive competence of the shareholders (as determined by the memorandum, articles of association and/or law). Directors may also be shareholders.

Meetings may be held in any country in the world; meetings may also be held by telephone. Minutes of meetings may be kept at any address specified by the company shareholders in the constitutional documents.

The company is exempt from taxes on profits, distributed dividends and capital gains.

If the annual renewal fees are not paid, the company, one year after the last payment, will be struck off the register of companies. It then loses the right to continue its activities anywhere and to operate its bank accounts. In this case, the shareholders and directors continue to bear full liability for the company's debts and obligations. Within a certain period, the company may be restored to the register upon payment of penalty fees. After that period, restoration is possible only through the local court.

Any activity not prohibited by law. A special licence is required for banking, insurance and reinsurance, and trust services.

Companies incorporated under the International Business Companies Act are prohibited from carrying on commercial activities with residents and from investing in any property except investments intended for maintaining their own office. Resident companies are also prohibited from being engaged for administrative management and from providing registered agent services for resident companies.

48 hours from the time all required documents are provided.

The law does not prohibit the acquisition of already registered companies. Any offshore or non-offshore company may be moved to or from Dominica, and consolidation with an offshore company is also possible.

The name must not be identical or similar to existing and registered names.

Company names may be registered in any language (with mandatory translation into English or French).

The words "Limited", "Corporation", "Incorporated", "Societe Anonyme" or "Sociedad Anomina", “Public Limited Company”, “Societe”, “a Responsabilite Limitee”, “Berhad”, “Proprietary”, “Namloze Venootschap”, “Besloten Venootschap”, “Aktiengesellschaft” or “Limited Life Company”, or the abbreviations "Ltd", "Corp", "Inc", "S.A.", “PLC”, “S.A.R.L”, “Bhd”, “Pty”, “NV”, “BV”, “A.G.” or “LLC” shall form part of each company name.

Memorandum of Association and Articles of Association.

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. Used only to receive postal correspondence from government authorities.

The place of storage of incorporation and financial documents may be any country of the world.

Confidentiality of owners and directors is guaranteed by law. Information from the incorporation documents, copies of which are kept in the companies register, may be provided to third parties only after an appropriate court decision made on the basis of evidence submitted regarding the company’s involvement in illegal sales of drugs or weapons, support of terrorist activities, or laundering of illegal proceeds obtained from criminal activity.

The law does not restrict the company in its choice of banks and the countries where they are located, or the total number of accounts required for its own commercial needs. The law ensures confidentiality of information about the company's banking transactions

The Commonwealth of Dominica has not concluded double taxation agreements with any country in the world.