Formation of an International Business Company (IBC) in Dominica
A Dominican international business company (IBC) has several advantages, including capital and structural flexibility, and strict confidentiality.
It is frequently used for cross-border estate planning, international trade, e-commerce, savings and investments.
FACTS & INFO
The International Business Companies Act was enacted in June 1996 and provides for the incorporation, operation and regulation of international business companies (IBCs). Dominica laws allow for the following categories of business ownership: private limited companies, limited liability partnerships, sole proprietorships, public companies, and trusts. The most popular form used by international investors for registering an IBC is a private limited company. An offshore company incorporated in the Commonwealth of Dominica shall not: do business with residents of Dominica; own interest in real estate 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 Dominican offshore corporations.
Dominican company names must end with one of the following words or their relevant abbreviations: "Limited", "Corporation", "Incorporated", "Societe Anonyme", or "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", or "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 an application made to the Companies & Intellectual Properties Office (CIPO). The memorandum and articles of association must be lodged with the CIPO. The memorandum specifies the activities in which the company may engage, and the 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 corporate body. The details of company beneficial owners and shareholders are not part of the public records. Shareholders may reissue and reacquire their own shares.
There is no specific minimum capital requirement. The standard authorised share capital is US$100. 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.
DIRECTORS AND COMPANY SECRETARY
A Dominican 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.
Dominican companies must maintain a registered office and registered agent who may be a corporate body or an 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.
The directors' and the shareholders' meetings need not be held in Dominica; also there is no requirement for an AGM. All meetings may be held outside of Dominica, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Usually, the process takes 3 to 5 working days, but we may need up to 10 working days for legalisation of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $880. These include:
- Provision of registered office and registered address
- Provision of company secretary and registered agent
- Payment of annual government fee
All Dominica IBCs registered after 1st January 2019 are liable to pay 30% corporate tax from 31st December 2019.
AUDIT AND ACCOUNTING
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.
OUR SERVICES AND REQUIREMENTS
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the CIPO
- A standard set of original corporate documents
- Payment of the government fee
- Provision of registered agent and registered address for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Dominica.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.