The Commonwealth of Dominica is an excellent offshore tax free jurisdiction and so it is an ideal location for offshore company incorporation. Dominica’s stable political system and tax free climate makes it an ideal location for providing onshore and offshore investment opportunities to individuals.
Dominica is a ruggedly beautiful English speaking island. Besides being ideal for company incorporation, blue green mountain slopes, spectacular hills and valleys and lush tropical forests make Dominica stand tall among other Caribbean islands. The Commonwealth of Dominica, as it is officially called, gained its independence from Great Britain in 1978 and its legal system is based on British Law. Of more benefit to offshore company incorporation, Dominica is an independent sovereign state with an efficient and independent judiciary system.
To incorporate a company in Dominica, legal entities are placed into two main groupings for registration purposes; local and offshore. To incorporate a company, be it onshore or offshore, Dominica can be described as a jurisdiction where the registration process is relatively easy, quick and inexpensive.
For a better understanding of what the term ‘offshore incorporation’ in Dominica means, it can be stated that a Dominica offshore company is a legal entity that is registered or incorporated in one country but operates in another and often receives tax free treatment from the country in which it is incorporated. Offshore services to incorporate companies in the Commonwealth of Dominica are as secure and well known as other renowned offshore jurisdictions. A Dominica International Business Company (IBC) or Dominica offshore company as it is more commonly referred to, is the main type of offshore entity registered in Dominica to facilitate international trade and investment. To incorporate a company Dominica, it must be understood that is forbidden by law to conduct business on the island. A local Dominica company as the term denotes is a company or business established in Dominica for providing a service for a particular area or district in Dominica.
The structures of Dominica onshore and offshore companies are generally similar with the main exception being:
· An offshore company is prohibited under the International Business Company’s Act to conduct business in Dominica or own real estate, however, an onshore locally owned company can do so.
· Offshore company incorporation in Dominica under the International Business Company’s Act of 1996 allows for total exemption from all local taxes and not having to file any annual reports with the local government. A local company, although it is liable to pay local taxes, only has to submit an audit report on request. The Dominica onshore company is regulated by the Companies Act, and must provide its books annually to the local government.
· Although there is no tax exemption for a local company in Dominica, certain concessions and fiscal incentives may be given to companies on exports and imports.
· Investors do not have to visit Dominica to incorporate a company. Registered licensed agents are authorized to register offshore companies. A local company is responsible for filing the necessary incorporation documents with the local registry.
Although relatively similar in structure offshore and local companies have a few differences which are indicated in the table below:
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|
Offshore Company |
Local Company |
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Number of directors
|
Minimum one director |
Minimum one director |
|
Number of shareholders |
Minimum one shareholder |
Minimum one shareholder |
|
Name endings which can be used |
An IBC (International Business Company) can use any ending indicating a limited liability in any language such as: Sociedad Anonima, Limited, Corporation and others. |
A local company must use the word, Limited, Corporation or Incorporated or the abbreviation ltd, corp. or inc. This shall be the part of the name of every company either in the full form or its abbreviation. |
|
Minimum share capital
|
US$100.00 |
EC$200.00 |
|
Registration of directors and shareholders |
Registration of shareholders and directors is kept with the licensed agent and the company name and share capital is filed with the company’s registry |
Registration is done with the local registry and the information is available to the public in an open registry. |
|
Registered agent |
Must appoint a local licensed agent |
No need for an agent |
|
Registered office requirement |
Must retain a registered office in Dominica |
Must retain a registered office in Dominica |
|
Meeting of shareholders |
Meetings of shareholders and meetings of directors can be conducted anywhere in the world. |
Under the companies act, Division E, section 131(1) it states that a local company must have a compulsory meeting of shareholders annually. |
|
Place of Business |
An IBC( International Business Company) cannot conduct business in Dominica |
A Local Company can conduct business in Dominica. |
|
|
Offshore Company |
Local company |
|
Share Capital |
Can be in any currency |
Share capital must be in XCD, Eastern Caribbean Dollars |
|
Taxes |
Offshore company is exempted from all taxes for a minimum of 20 years |
Local Company is taxed on all income |
|
Name of Company |
Name of company can be in any language |
Name of company must be in English |
|
|
|
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Offshore companies incorporation in Dominica is done through a licensed agent. As a result, investors cannot file incorporation documents without a licensed agent. Documents that have to be filed with the local register for a Dominica offshore company include: memorandum and articles of association.
Offshore companies unlike a local company are free to conduct business anywhere outside Dominica and not pay taxes. Dominica is an ideal offshore jurisdiction, offering political and economic stability and an environment free from heavy taxations and zero terrorist activities. There are no restrictions on 100% foreign owned local registered companies in Dominica.
The characteristics of offshore companies are as follows:
Ø No capital gains tax
Ø No estate tax
The Registration process of a local company is as follows:
Ø Articles of incorporation
Ø Notice of address and directors (in Duplicate)
Ø If Dominica forms part of the company name a license from the Ministry of Legal Affairs and immigration must be submitted upon incorporation.
Ø Statutory Declaration signed by a lawyer.
Ø A registration fee of XCD$750 paid to the registry.
Dominica is a premier jurisdiction offering both offshore and local companies an opportunity to conduct business in a country which offers tax regulation in an effort to encourage investment. Local Companies although not exempted totally from local taxation, can enjoy an environment where it is relatively quick and inexpensive to incorporate a business, and benefit from other fiscal incentives applicable to their specific nature of the business.