Dominica is an English speaking country in the Eastern Caribbean with a population of nearly 72,500. The island is one of the largest in the Eastern Caribbean occupying some 289 square miles (749.59 kms). It is situated at the northern end of the Windward Chain of the Lesser Antilles, lying between the two French islands of Martinique and Guadeloupe. Dominica is easily accessible from Antigua, Barbados and San Juan.
Independence was achieved in 1978 and at that time the prior British Crown Colony was officially retitled the Commonwealth of Dominica. As a republic, Dominica enjoys a parliamentary democracy, with election of members of parliament every five years. Dominica is a member of the British Commonwealth with a President as Head of State, though executive power lies with the Prime Minister and his Cabinet of Ministers.
Dominica’s economy is mainly agricultural, with the banana as the main source of profits. However, the Government has boarded on a programme to diversify the economy by developing the island into a high quality offshore centre. The necessary legislative and administrative bases are succeeding well. For example, legislation has already been introduced for the registering of offshore banks, trust companies, and International Business Companies (IBCs), with a ship registration scheme also prepared. There is also the economic nationality plan which has been re-engineered to emphasise the mobilisation of capital for national development and geared for the financing of public sector capital projects.
A Dominican IBC has the following characteristics:
- Directors
A minimum of one director is required and corporate directors are permitted. A copy of the Register of Directors must be kept at the registered office of the company.
- Shareholders
A minimum of one shareholder is required and either registered or bearer shares may be issued. No details of the shareholders appear on the public file but upon the issue or transfer of bearer shares, the registered agent of the IBC must lodge the share certificate, along with a notarised letter containing the name of the beneficial owner, with an approved fiduciary – a chartered accountant practising in Dominica, or a financial institution domiciled in Dominica, recognized by the Minister of Finance.
- Books and Records
Copies of the following must be kept at the registered office of the company:- Minutes of all meetings of directors, shareholders and committees;
- All resolutions consented to by the directors, members and committees;
- All accounts and records as the directors consider necessary to reflect the financial position of the company.
- Taxation
IBC’s pay no taxes, duties or similar charges for a period of twenty years from the date of incorporation.
- Annual Reporting
No annual return or accounts must be filed. It should be noted though that penalty fees of up to 50% of the annual Government fee will be incurred if the licence fee is not paid when due.
- Local Requirements
As a matter of local company law, a company must maintain a registered office in Dominica and must also appoint a Dominican resident as registered agent.
- Restrictions on Name and Activity
Names must end with one of the following words or abbreviations thereof – Limited, Sociedad Anonima, Societe Anonyme, Corporation or Incorporated.
The following words cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Co-operative, Imperial, Insurance, Municipal, Royal, National and Dominica.
In addition, names must not suggest a connection with any branch of the Government, a political party, a university or professional association.
- Secrecy
Section 112 of the International Business Companies Act 1996 make it an offense punishable by a penalty of US$25,000.00 and detention for two years for any officer, auditor or official liquidator to reveal any information regarding the company except by an order of the Court on an application by the Attorney General relating solely to activities criminal under the laws of Dominica.
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Remark:
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, this information does not constitute legal or other professional advice.