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Dominica is an English speaking VOLCANIC ISLAND IN THE Eastern Caribbean having an area of 298 square miles. Dominica is situated between Guadeloupe and Martinique in the Windward Islands of the Lesser Antilles.

Forests cover more than 60% of the island, which has 365 rivers of which only the Layou and Indian Rivers are navigable. Annual rainfall ranges from 47 inches on the eastern coast to 400 inches in the rain forests in the center of the island. Hot springs and a boiling lake have a potential for being developed into geo-thermal energy

Roseau, overlooking Woodbridge Bay on the southwestern coast, is the capital and chief port. It has a forty-foot draught and can handle 20 to 40 foot containers serviced by roll on/roll off facilities. Cruise ships dock here on the Ferry Terminal in the Capital City of Roseau and at Portsmouth in the northwest on the Fort Rupert Bay.

Air service to Dominica from North America is provided by American Airlines, Virgin Atlantic, BWIA and Air Canada through Puerto Rico, Barbados and Antigua, with final flights on American Eagle or LIAT to Dominica’s Melville Hall Airport. From Europe, passengers can use British Airways, Virgin Atlantic and Lufthansa to fly to Antigua or Air France to Martinique and Guadeloupe for connecting flights to Dominica or travel by sea for two hours on the Ferry seeing the beauty of the luscious green Dominica as you enter its Capital City of Roseau. Larger aircrafts arriving from other countries land at Marigot, the third largest settlement on the northeastern coast where the now night landing Melville Hall Airport has a 4,800 foot runway. Smaller planes use Canefield Airport outside of Roseau.

The financial sector in Dominica consists of three foreign commercial banks, Royal Bank of Canada, Bank of Nova Scotia and CIBC FirstCaribbean International Bank, formally Barclays Bank Plc; one publicly owned national bank - the National Bank of Dominica Ltd and Barnette Capital Bank - offshore bank.

Dominica is one of nine members of the Eastern Caribbean Central Bank (ECCB). Its conservative policy of building exchange cover for the Eastern Caribbean dollar to a much greater extent than required by its basic Agreement has led to monetary stability for member countries and made the EC dollar one of the strongest currencies in the region and the world..

CURRENCY

The Unit of currency is the Eastern Caribbean dollar divided into 100 cents. Currency notes are issued by the East Caribbean Currency Authority in East Caribbean denominations of $100, $20, $5 and $1. The East Caribbean dollar is officially linked to the United States dollar and is quoted at $0.37 United States cents equal to one East Caribbean dollar.

Under the 1996 International Business Companies Act amended in March of 1997, An International Business Company (IBC) or more particularly known as an Offshore Company is defined as a company that does not: (1) accept banking deposits and insurance contracts; (2) engage in trust business; (3) own property in Dominica except for an office used to communicate with members; (4) maintain books; and (5) carry on business in Dominica with persons domiciled or resident in Dominica. Every IBC must be formed with liability limited by share capital.

Although an IBC domiciled in Dominica is forbidden to engage in business with Dominica residents, it is permitted to:

• 1. Make or maintain deposits with someone carrying on business in Dominica;
• 2. Maintain professional relationships with lawyers, accountants, bookkeepers, trust and administration companies and investment or financial advisers;
• 3. Hold meetings of its directors or members in Dominica;
• 4. Hold shares, debts, obligations or other securities in a company incorporate-ed under the IBC Act or Companies Act or a company owned by a Dominica resident.

LOCAL REGISTERED OFFICE

Every company must maintain a representative office in Dominica and appoint an approved authorized agent and alternate authorized agent. Land can be leased or purchased for office space. The company must maintain either $500,000 in permanent capital or 5% deposit liabilities unless another percentage is fixed by the Minister for Finance. Liquidity is regarded as adequate if it amounts to at least 12% of total assets or another amount if determined by the Minister and consists of cash or marketable securities including Treasury Bills or other convertible or time deposits having less than 12 months maturity in a local or an acceptable international bank.

To obtain a license, offshore investors submit to the Registrar a Memorandum of Association and Articles of Association. The memorandum must include the company’s name, address of its registered office and registered agent, its objects or purposes, the currency in which shares will be issued and detailed information about the shares. The company name must include the words “Limited”, “Corporation”, “Incorporated”, “Sociedad Anonima”, or their abbreviations. Names can be reserved for 90 days upon payment of the requisite fees.

Shareholders can be individuals or corporations. No distinction is made in the law between private and public companies and there are no regulations for prospectus. Shares must be fully paid in and can be issued in any currency, be paid for in kind and be either par or no par. Dominica permits a wide variety of shares, including registered, bearer, common, preferred, redeemable, Treasury, fractional, voting, non-voting, limited voting and have limited participation in assets.

An unusual feature of Dominica’s banking structure is that an applicant may obtain both an onshore and offshore license but must operate and report on them separately.

In addition, generally an offshore bank ought not to provide financing for local operations, however, the bank can provide loan financing to local entrepreneurs for earmarked projects approved on a case-by-case basis with the Ministry of Finance, Industry and Planning, otherwise its financing are geared for external projects.

Under the Offshore Banking Act of 1996 amended in 1997, offshore licensees are limited to conducting banking business exclusively in currencies other than East Caribbean Dollars. Licensees are exempt from all taxes and duties connected with their offshore banking business in Dominica. Trust companies formed under the act are exempt from Dominican taxation on offshore trust business carried on from within Dominica.

Funds may be repatriated, generally up to the percentage of the foreign participation in the company. Repatriation of profits is permitted provided that all local tax liabilities have been settled.

Foreign exchange bank accounts are allowed. Foreign nationals who retire in Dominica are exempt from Dominican taxation on income earned abroad. Foreigners are entitled to purchase a certain amount of land without the need of having to apply for a License to do so.

The Government of Dominica guarantees free convertibility of exchange. However, Dominica does not have a bilateral treaty with the United States providing investment guarantees against nationalization or expropriation, war, revolution or unrest and inconvertibility of exchange through the Overseas Private Investment Corporation of the United States.

Directors can transfer any of the IBC’s or offshore company’s assets in trust to one or more trustees, another company, an unincorporated association, a partnership or foundation. In making the transfer, directors may provide that the company may be beneficiaries, members, certificate holders or partners of any other similar interest.

DIVIDEND PAYOUTS

Dividends can be paid only out of surplus. No dividends can be paid unless (1) the company will be able to satisfy its liabilities and (2) assets will not be less than liabilities except for deferred taxes

Annual members’ meetings are not required by law and participation can be by telephone or other electronic means or by written consent. Directors are obliged to convene a meeting if they receive a written request from members holding more than 50% of outstanding voting shares. Proxy votes are allowed. All shares vote as one class and each whole share has one vote. A quorum consists of one-third of shareholders owning voting rights. Share registers can be examined only by registered shareholders or under Court Order.

Only one director is needed and this director can be a corporation. Meetings can be held inside or outside Dominica and participation can be by telephone or other electronic means. Resolutions can also be passed in writing or by electronic means. Directors can appoint a person to be a company officer or agent

At its Roseau office, the company must keep a register of shareholders that legally may not include trusts; minutes of members’, directors’ and committee meetings; and resolutions; and accounts and records reflecting the company’s financial position. It is not necessary to be audited or file financial accounts with the Government Financial Services Authority.

PRIVACY

No Director or Shareholder’s name is publicly available. Such information are kept by your registered agent under seal and cannot be divulged to anyone by a mere request. Only the Court can order the divulgence of the information and it is not easily granted. You must show cogent and compelling reasons to the Court for it to so order.

A company incorporated under the Companies Act or under the laws of another jurisdiction can arrange to be continued as an IBC by presenting either Articles of Continuation written in English or accompanied by a certified translation if written in another language. The Articles must be approved by a majority of directors or other authorities in charge of the company.