Dominica IBC (Dominica Offshore Companies)

An international Business Company or IBC, may be interchangeably referred to as an International Business Corporation, a Non-Resident Company or a Limited Liability Company (LLC) in different jurisdictions such as Panama, Gibraltar and the United States. These terms may be applied accordingly in regards to the peculiarities, structure and legal framework that regulate the use and operation of these international businesses. However, the term “offshore company” is commonly employed, as IBCs are characterized by their “offshore” or overseas existence, as opposed to an “onshore” or locally operated and managed company.

A Dominica International Business Company or Dominica IBC, is thus defined as a legal entity that is formed in Dominica by the resident or citizen of another country. This definition is further elaborated by the IBC Act of Dominica (1996), which continues to explain that Dominica IBCs are companies that do not conduct any business in Dominica with persons who are domiciled or resident on the island, engage in banking, trust and insurance business.

The increased use of Dominica International Business Companies has been consequent of the enactment of a progressive IBC legislation which establishes the necessary framework for functioning as a safe offshore jurisdiction. The classical characteristics of tax havens are enshrined in the 1996 IBC Act, which guarantees excellent tax benefits such as a tax holiday of a minimum of 20 years, exemption from taxes on gifts, inheritance, estate and wealth. The Act also ensures that the highest degree of commercial confidentiality is maintained by stating the illegality of disclosing the personal data of any member (directors and shareholders) of the company to the local public or any foreign tax authority; an act which is punishable by a fine of several thousands of dollars. This principle of confidentiality was established in view of allowing persons the right to the privacy of their financial and business matters.

In protecting the special interests of the offshore companies incorporated in Dominica, entrepreneurs wishing to form an IBC must go through a locally registered and government licensed offshore service provider or agent. Likewise, an IBC incorporated in Dominica must have a registered office in Dominica which is to be maintained by the registered agent. Also, government licensed agents offer Dominica citizenship by investment.

Company registration procedures demand very thorough documentation by the preparation of the relevant charter documents such as the Certificate of Incorporation and Certificate of Good Standing which are issued by the Registrar of Dominica companies, as well as the Memorandum and Articles of Association which serve to establish the company’s basic structure, name, objectives, share amount and capital, including the by-laws which govern the relations between the IBC’s directors and shareholders. Other documents such as Share Certificates, Letter of Appointment of Director (s), Register of Directors and Shareholders are also included in the set of IBC corporate documents by the company’s registered agent. A Power of Attorney and a Declaration of Trust are also issued in the event that a nominee director and shareholder is appointed by the beneficial owner(s) of the company. An International Business Company incorporated in Dominica is characterized by its structural flexibility and adaptability, which in turn enhances the speed and efficiency of the incorporation process. For example, there are hardly any limits on the different classes of shares that may be issued. Issued shares may be registered, bearer, voting, non-voting, common, preferential, limited and redeemable, and, may have more or less than one vote per share, be voted only when held by persons who meet specified requirements or may entitle participation only in certain assets. Likewise, securities that are convertible into or exchangeable for other securities or property of or to be owned by the company may be issued. Increased capital flexibility is afforded since Dominica IBCs also allow its members to increase or reduce the company’s authorized capital, number of issued shares and the par value of any of the shares.

Structural flexibility is also allowed in regards to company ownership. Dominican IBCs can be formed by persons irrespective of race or nationality, and its members may be both directors and shareholders, while the variation of having a registered director and nominee shareholder or a nominee director and registered shareholder to suit the company’s needs may also be explored.

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Dominica IBCs names must end with any word or abbreviation which indicates limited liability and an IBC may not be incorporated with the name of another IBC that already been incorporated in Dominica.

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