Dominican International Business Corporations (IBCs)

The International Business Corporations Act No. 10 of 1996 was passed by the Government of the Commonwealth of Dominica as a bold initiative to develop the island as a domicile for international companies by offering a twenty year tax exempt, confidential, treaty-free jurisdiction. The process is quick and easy while at the same time maintaining the efficiency, confidentiality, anonymity and ease of operation which the international corporation more often than not requires.

The Dominican Advantage

Dominica possesses unique and competitive advantages namely:

  • Completion of the process of incorporation within 24 to 48 hours of filing Articles of Incorporation
  • A twenty (20) year exemption from all local taxes and duties or other similar charges
  • Strict confidentiality and anonymity - availability of bearer shares; no requirements to file organizational or accounting information with the appropriate authority; share registers available for inspection only by registered shareholders
  • Exemption from exchange controls and the unrestricted operation of bank accounts
  • The absence of capital gains tax
  • The absence of tax treaties or exchange of information agreements with any other country
  • Ease of operation, maintenance and control - IBCs can - issue shares for consideration other than cash, with or without par value - have only one subscriber and thereafter only one shareholder - have corporate directors or shareholders - have a single directorate - have corporate directors or shareholders - have shareholders' and directors' meetings outside Dominica
  • No requirement to file organizational or accounting information with the Registrar of Companies
  • No statutory requirement to hold Annual General Meeting and if same is held the time and place are determined by the members and the meeting may be by telephone or other electronic means
  • Members may reissue and re-acquire their own shares
  • Single shareholders, single directors and corporate directors are permissible
  • Asset security is maintained as provisions restrict seizure, expropriation or confiscation by foreign authorities.
  • No minimum capital requirements
  • Excellent and flexible post-incorporation follow-up services
  • Highly competitive fees and costs

The scope of activities of an IBC in Dominica

The IBC law prohibits any IBC from conducting business with a resident of Dominica although it may undertake the following activities:

  • Make and maintain deposits with a person or company carrying on banking business in Dominica
  • Make and maintain professional relations and engage professional services in Dominica
  • Prepare and maintain books and records in Dominica
  • Hold meetings of its directors or members in Dominica
  • Hold interest in real property limited to using same for an office from which to communicate with members or where books and records of the company are prepared or maintained
  • Hold shares, debt obligations or other securities in a company incorporated under the local Companies Act
  • Hold shares, debt obligations or other securities in a company owned by a resident of Dominica, by a locally registered company or an IBC.

Why go offshore in the Commonwealth of Dominica

The benefits of going offshore are numerous and below we have shared with you some of those benefits:

    1. Tax avoidance - considerable tax savings in onshore territory. Although there is in the United States the legal requirement to report holdings in offshore companies to the local tax authorities, no matter how restrictive these rules may be a greater tax savings may be achieved by the use of an offshore company rather than a company incorporated in one's country of residence;
    2. Achievement of financial privacy - In Dominica, it is an offence punishable by fine or imprisonment for a bank or trust officer to divulge personal details about a customer without his express permission. At any rate the affairs of an offshore company can only be enquired into where its principal is found guilty of a criminal offence in his country of residence and that offence is an offence for which he would have been criminally liable in the offshore jurisdiction had the same been committed there.
    3. Asset Protection - As a shield against harassment or vengeful lawsuits. Having your assets in an offshore company almost always makes its principal a more difficult target for a lawsuit and this is especially true if the shares in the offshore company have been placed in a trust. Three things are accomplished:
      1. The price of any assault on your assets is raised as the adversary is forced to sue in both the onshore and offshore jurisdictions which may be time consuming and costly, thereby reducing his eagerness to sue
      2. Most often than not the offshore jurisdiction creates an environment less friendly to harassment and frivolous lawsuits and may reduce the litigant's chances of success
      3. The lowering of your profile . Corporate tax returns, credit reports and other financial information may be readily available to the prospective claimant onshore. However the layers of financial privacy in the offshore jurisdiction, the value of the offshore corporation- or even that it exists - will not be easy to obtain
    4. Minimization of inflation, currency and political and economic risks by way of currency diversification - As many of the banks in this jurisdiction allow for multi- currency accounts and transactions a company may have any account that it wants to have and in any currency. This is in fact a diversification of assets among as many dollar- bloc, Deutschemark-bloc, and yen-bloc currencies as is desired;
    5. Avoidance of currency, capital and exchange controls allowing free movement of money across national borders - Establishing a network of offshore bank accounts owned by an IBC will create an international financial infrastructure capable of moving funds in any currency anywhere in the world. Any exchange control regime imposed in the home country will thereby be circumvented;
    6. Protecting property against confiscation in forfeiture proceedings;
    7. Use of the offshore company as a vehicle in estate planning- This provides a source of income for the beneficiaries or successors -in -title upon the demise of the principal of the IBC;
    8. Limiting personal liability;
    9. Raising capital through the sale of stock. The regulations governing this kind of transaction tend to be less burdensome in the offshore jurisdiction;
    10. Transferring ownership- The shares held in an IBC may be easily sold and confidentially so. So where the company has issued bearer shares, an anonymous transfer of ownership occurs every time the shares pass from one set of hands to another;
    11. Reducing real estate transaction costs - As offshore companies can own real estate, should it decide to part with ownership in same, upon a closing it can avoid registration fees, stamp duties and notary fees by transferring the shares in the corporation as opposed to title itself;

We present Dominica as a premier jurisdiction more particularly so as it possesses those qualities that good jurisdictions should possess, those being:

  1. No tax
  2. Political and economic stability
  3. Absence of exchange controls, currency controls or capital controls
  4. Absence of tax treaties
  5. A welcoming governmental attitude
  6. Modern incorporation laws
  7. Simple incorporation procedures
  8. Excellent communications and transportation
  9. Good banking and professional services
  10. An English Common Law System
  11. English as the language of choice
  12. Strict secrecy and confidentiality codes
  13. Minimum corporate disclosure requirements
  14. A central geographical location
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