- Changes Adopted in 2022
- Past, Present and Future of Business in Dominica
- Essential Requirements and Characteristics of IBCs in Dominica
- Reporting Required from IBCs in Dominica
- The Cost of Mandatory Registration/Support Services for IBCs in Dominica
- Package of Documents for an IBC Registration in Dominica
Offshore Pro Group is honored to offer all entrepreneurs an opportunity to register an offshore IBC in Dominica. This attractive jurisdiction offers all international entrepreneurs excellent conditions to establish companies in the areas of asset storage, international trade, service mediation, and, of course, international tax planning.
Fairly recently (until 2022), the registration of an offshore IBC in Dominica came along with an exemption from local taxes for 20 years. In fact, this is a tax-free (offshore) jurisdiction that had all the typical characteristics and privileges of a classic tax-free zone:
- no corporate tax for IBCs
- no need to file annual tax returns for IBCs
- no restrictions on the resident status of the director/shareholders
- no need to pay the authorized capital
- legal entities can act as IBC directors/shareholders
- the offshore IBC in Dominica can issue any type of shares
- the meetings of IBC’s Board of Directors/Shareholders can be held anywhere in the world, not just in Dominica.
Changes Adopted in 2022
Unfortunately, the era of classic offshores (in the way they were used in the past few decades) is gradually drawing to a close. Dominica introduced a corporate tax for IBCs in 2022 under pressure from international regulators and growing trends towards deoffshorization. It seems to be the end of offshore paradise, but it is not!
Dominica has remained an extremely profitable jurisdiction for international business as all its advantages (see above) are there to enjoy. Therefore, we are still offering this popular service to our readers, but it should be clarified that Dominica is no longer an offshore according to formal signs, even if the director/shareholders are nominees and other signs of low-tax jurisdiction are observed.
Here are the important changes in corporate law that will affect the business of IBCs in Dominica:
- Starting from December 31, 2021, IBCs (registered before December 31, 2018) are subject to a corporate tax of 30% on global income. The same condition applies to IBCs registered after this date.
- No requirements for mandatory and essential substance.
- No requirements for mandatory submission of the annual declaration.
- Corporate banks registered in Dominica pay taxes on terms common to IBCs.
Given all the circumstances, can we say that IBC incorporation in Dominica or offshore business in this attractive and promising jurisdiction suddenly became unprofitable? No, of course not.
We will tell you about all organizational features, discuss the cost of our services and analyze important circumstances that should be kept in mind if you intend to register an offshore business company in Dominica (even if this is no longer an offshore jurisdiction!).
We would like to emphasize that you can maintain a fairly high degree of confidentiality by using nominees as directors or shareholders, and this is certainly an asset to consider.
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Past, Present and Future of Business in Dominica
Like many offshore jurisdictions, Dominica previously depended on the English crown. Despite more than 40 years of independence from Great Britain, the country still preserves not only English but also Common English Law. Present-day legislation in Dominica is based on the Common English Law with some local modifications. The main law governing the activities of IBCs is the IBC Act of Dominica, 1996.
Under the previous version of the IBC Act, companies in Dominica were exempt from taxes for 20 years from the date of incorporation, and it also applied to VAT, capital gains tax, and income tax. But the law has been significantly amended, so you should keep in mind the 30% corporate tax. Which, again, didn’t really affect Dominica’s attractiveness to business owners.
The main privileges of the jurisdiction are its flexible legislation (including taxation laws) and favorable protection rules for companies and their owners. Disclosure of information regarding a company registered in Dominica by any person, including an auditor or official receiver, is punishable by a fine of USD 25,000 and 2-year imprisonment. This approach to companies registered in the jurisdiction is definitely worthy of respect, and it helped Dominica to preserve its corporate advantages and remain an extremely favorable place for offshore IBC registration.
Such strict rules ensure the security of both personal and corporate data of a company established in Dominica. In addition, the public register of companies does not contain information on shareholders, directors, or beneficial owners of businesses. In fact, the information available on companies in Dominica is limited to the Certificate of Incorporation, the Memorandum, and the Articles of Association.
Information on an IBC in Dominica that is not available (!) to third parties (except when disclosure is due to a court decision):
- Minutes of the First Meeting
- Document appointing a director
- Registers of Directors and Shareholders
- Share Certificate
- Register of Pledges and Obligations (optional)
- Declaration of the Beneficial Owner(s).
- Copies of passports (director, shareholders, beneficial owner)
Essential Requirements and Characteristics of IBCs in Dominica
If you decide to set up an IBC in Dominica, keep in mind the standard requirements for offshore business. First of all, your IBC in Dominica will only have to do business outside the Commonwealth of Dominica. Another feature worth mentioning is the ban on cooperation with Dominican residents.
In addition, the IBC must comply with certain business restrictions. The list is rather short: banking, trust, insurance (reinsurance) activities, and investment funds. In all these cases, the company in Dominica must obtain the appropriate license, but again – there is no formal ban on such activities.
Requirements for the share capital:
- The minimum share capital for an IBC in Dominica is USD 100. There is no maximum limit or restrictions on currencies.
- The size of the company’s share capital does not affect the amount of registration fees or annual payments.
- Shares may be issued with or without par value.
- The issue of registered shares and bearer shares is permitted, but they should be held only at the company’s registered office.
Requirement for the organization of the IBC Management Board in Dominica:
- At least 1 director and 1 shareholder.
- One person can be a shareholder and a director at the same time (but this is not mandatory!).
- Shareholders and directors can be both natural and legal persons, and there are no restrictions on their nationality or residency status.
- Nominee service is officially allowed.
- There are no requirements for secretaries or employees in the company.
- A corporate seal is optional.
An important thing to know is that the IBC name in Dominica should end with the following abbreviations: Ltd, Corp, SA, GmbH, Inc, and should be written in Latin letters!
Reporting Required from IBCs in Dominica
Although companies have no obligation to keep books or file annual reports, they must keep the financial statements at the company’s registered office or any other place at the request of management.
A mandatory package of documents to be kept:
- all minutes of meetings of directors, members, committees of directors, committees of employees, committees of members
- copies of all resolutions of directors, members, committees of directors, committees of employees, committees of members
Attention! This rule should be taken extremely seriously. In case of non-compliance, the company is charged a fine of USD 25 per day. If the director knowingly violates the rules of keeping records, he will also be charged a fine of USD 25 per day. It should be noted that companies are not legally bound to conduct an audit for an offshore IBC in Dominica, while the presence of a registration agent is still mandatory.
The Cost of Mandatory Registration/Support Services for IBCs in Dominica
We try to keep our information up-to-date, but it is better to clarify all details before (!) ordering specific services.
The recommended procedure for IBC registration in Dominica:
- Arrange an initial consultation with International Wealth experts. Use our e-mail (firstname.lastname@example.org) or another convenient channel of communication to contact us.
- Pay the invoice amount. If the order you placed is feasible, we will discuss an approximate list of services with you and issue an invoice that will include all costs. If extra costs are required to register an IBC in Dominica or additional circumstances arise, we will contact you and discuss the situation. You can find the payment options here.
- IBC Registration in Dominica. When all the preparatory stages have been completed, our experts will focus on your case more closely. You can control every stage of company registration if you want, or just rely on our professionalism. In any case, your order will be fulfilled.
The minimum cost of the basic package (list of options, options for additional service, and extended service package as agreed):
|Registration of an IBC in Dominica (government fee, certificates, share certificates, registers)||USD 795|
|Apostilled and certified copies of documents ordered when an IBC is registered in Dominica||USD 150|
|Courier delivery of the prepared package of documents||USD 75|
|Annual registration fee||USD 500|
|Payment for nominee service (if ordered):|
|Nominee Director services (including one power of attorney)||USD 250|
|Nominee Shareholder services (including one trust declaration)||USD 150|
|The signing of documents by a nominee (per document)||USD 100|
|Apostille with notarization||USD 150|
|Certificate of Good Standing||USD 100|
|Certificate of Incumbency||USD 150|
Our comprehensive services related to the registration of companies in Dominica and opening an account with a bank in another jurisdiction (you can request typical examples and a full list of services from our experts):
Package of Documents for an IBC Registration in Dominica
The information below is up-to-date at the time of writing. If the situation changes due to external/internal factors, we will definitely make the necessary changes to the text. Still, it is best to ask our experts for the latest information.
Private persons will need the following documents to register an IBC in Dominica:
- a completed application with details of preferred name, type of offshore business, and details of founding directors and shareholders (citizenship, country of residence, address, profession, etc.)
- a notarized copy of a foreign passport or other ID in the established form (pages with a photo and signature)
Some notaries refuse to certify a copy of the foreign passport. In this case, translate it into English and attach it to a copy of the original (page with a photo and signature) with a sworn translator and certify it with a notary.
- Proof of residential address (a paid utility bill no older than 3 months or a bank statement). Translation into English with notarization is mandatory.
- Contact information, i.e. the address where we can send the documents to your company in Dominica.
A set of documents for legal entities:
- a notarized copy of the share certificate (if the IBC has registered shares)
- Declaration of Trust (if the IBC has a corporate shareholder/shareholders)
- a notarized copy of the power of attorney (if the IBC has a corporate director/directors)
- a notarized copy of the minutes of the general meeting and the Articles and Memorandum of Association or By-Laws
- samples of signatures of the company owners
- a notarized copy of the company’s Certificate of Incorporation / Certificate of Good Standing (if the Company has been in existence for more than 1 year)
- Letter of undertaking (applicable in the case of bearer shares)
- Certificate of Shareholders/Subscribers
- appointment of directors by Subscribers
- documents (referred to above in the section for private persons) of at least two directors (if there is more than one director) and shareholders holding more than 10% of the company shares
Mind that all documents must be translated into English and notarized!
We can select the most appropriate banking services for you if you need to open a bank account:
- Bank Account for Cryptocurrency Trading with an International Bank in Dominica.
- Private Bank Account Opened Remotely with the Bank in Dominica Having Strong European Ties.
- Open a Corporate Account with a Bank in Dominica Remotely.
Please note that offshore company registration in Dominica takes two days after all documents have been filed. An additional working day is also required for apostilling.
And if speed is important to you, we can also offer ready-made companies. Do not hesitate to contact our experts for details.
Dear readers, we would like to emphasize once more that Dominica has ceased to be a classic offshore company since 2022. International Business Companies (IBCs) registered in Dominica after December 31, 2021, will be required to pay 30% corporate income tax.
Seek advice and start incorporating your company now, and we will provide you with the best offshore products and nominee service.