Not all businesses are companies. Many are run by sole traders or partnerships.
A company is a legal person, separate from those who own or manage it. The possible benefits of operating as a company include:
- The people who invest in the company (the members, normally shareholders) will not be personally liable for the company’s debts over and beyond what they have invested or agreed to invest but, if the business is profitable, they may be entitled to a dividend;
- The day-to-day management can be the responsibility of directors who need not be the same people as provide the investment;
- The company can continue indefinitely - it can survive the death of the founders of the business or be sold to new owners by simply transferring shares.
In return for these benefits, information about a company’s activities must be provided to the Registrar. This includes any change in the directors or registered office, an annual return and annual accounts or certificate of solvency (sections 77, 154, 155, 176 and 194, Companies Act 1994).
If you are considering starting a business but are not sure what type of business structure is right for you, or need advice about the implications, we suggest that you consult a lawyer.
Advice for investors, including anyone starting a new business, is also available from Invest Dominica Authority.
The Companies Act, Act No. 21 of 1994 provides for the incorporation of:
- Private Limited Liability Companies;
- Public Limited Liability Companies; and
- Non-profit Companies
It also provides for the registration of companies incorporated elsewhere as external companies operating in Dominica.
The International Business Companies Act, No. 10 of 1996 provides for incorporation of international business companies.
Any person, who is over eighteen years of age, is of sound mind and does not have the status of a bankrupt may apply for incorporation of a company. Anyone setting up a company will need to choosing a name. The
- Form 1 (application for incorporation and ‘articles of incorporation’ for the purposes of the Companies Act) and
- a Form 9A for each director
The forms can be completed using our e-filing system. This will enable CIPO to start reviewing your application as soon as you have entered the information. You will need to print the completed forms and obtain signatures before delivering them to CIPO and paying the registration fees.
The information provided to CIPO for the incorporation of a company will be shared with the Inland Revenue Division in order that the company can automatically be registered as a taxpayer. Confirmation of the tax registration will be provided with the incorporation certificate.
As and when the company takes on employees, it will still necessary for them to be registered separately for PAYE purposes. If the company intends to have employees, CIPO will also share information with the Dominica Social Security so that the company can be registered as an employer.
To qualify for incorporation as a non-profit company, the company’s business must be restricted to “one that is of a patriotic, religious philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature, or the like, or to the promotion of some other useful object” (s. 328, Companies Act 1994).
Prior approval will be required from the Minister before a non-profit company is incorporated. Application for registration for registration of a non-profit company is made on Form 2. A non-profit company does not have a share capital and does not allow dividends for its members. Any profits are to be used in furthering its business.
Any company which is incorporated in another jurisdiction but intends to carry on business in Dominica must be registered as an external company (s. 340, Companies Act 1994).
The following documents are required for registration:
- The constitutional documents of the company (Memorandum and Articles of Association, Articles of Incorporation, Charter or similar document, together with the certificate of incorporation),
- Form 21A (Application for registration),
- Form 23 (Power of Attorney),
- A statutory declaration by an attorney-at-law that section 344 has been complied with
The forms can be completed using our e-filing system.
An international business company (IBC) is not permitted to conduct business with persons domiciled or resident in Dominica, own real estate in Dominica, accept banking deposits or accept contracts of insurance. The provisions are set out in detail in section 5 of The International Business Companies Act, No. 10 of 1996.
Incorporation as an IBC involves submission of a Memorandum and Articles. If you are intending to apply for incorporation of an IBC, you should consult an IBC Agent.