Company formation in brief
Although the legislation of the Republic of Dominica provides for the possibility of establishing enterprises of various organizational and legal forms, until recently, the practical interest of a potential foreign investor could only be attracted by a classical offshore company - International Business Company, for which the law, in particular, the following features:
• ownership and management of an offshore company by one person (physical or legal);
• possibility to issue registered shares of such classes and types as the owners decide;
• absence of requirements regarding payment of any minimum authorized capital, which can be declared in any currency (including non-convertible);
• holding meetings of directors and shareholders in any country in the world;
• the ability of one offshore company to be a director, as well as the owner of another offshore company;
• guarantee to offshore companies of repatriation of 100% of capital and profits from activities outside Dominica;
• absence of any taxes for offshore companies, including refundable taxes on interest and dividends, taxes on capital gains, etc.;
• the ability to redomicile offshore companies from other jurisdictions to Dominica, as well as the merger and consolidation of offshore companies with other companies;
As elsewhere in the offshore world, any offshore company in Dominica can be struck off the Companies Register due to non-payment or even late payment of the annual renewal fee.
Annual government fees are supposed to be paid no later than the day of registration of the offshore in the next calendar year. If they are not paid before December 31 of the same year (during this period, invoices are sequentially issued with two added penalties for late payment), the offshore is automatically deleted from the Register of Offshore Companies of Dominica and the relevant information is published in the official press.
To restore an offshore company, all duties and fines must be paid, but there is possibility that the former company name can no longer be used if someone reserves a similar name in the Register during the time when the company was listed as deleted from the Register.
All offshore companies are also required to have a licensed registered agent and maintain a registered address in Dominica.
In March 2019, the Dominica Parliament passed a series of laws, according to which, starting from December 31, 2021, all International Business Companies (IBCs) registered before December 31, 2018 will be required to pay corporate tax on income worldwide in the amount of 30%. ...
Starting January 1, 2020, all IBCs registered after January 1, 2019 will be required to pay corporate income tax at a rate of 30%.
The new laws do not yet require international business companies to maintain a significant presence in Dominica, nor do they currently provide for filing an annual return with the Internal Revenue Department (IRD) or the Registrar of Companies, but this is highly likely.
We will monitor the situation and keep the reader informed.
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