Dominica is one of the jurisdictions with a very speedy and efficient incorporation system. Dominica Corporations are incorporated within twenty-four hours as long as all requirements have been met and the necessary processing fees are paid. Incorporating a Dominica Corporation must be done through a registered agent. Once contact has been established with the agent by an applicant, information will be given regarding the documents that are needed to incorporate a Dominica Corporation.
Members: Every Dominica Corporation must have at least one member. Corporations must have a board of directors and shareholders as its principal members, and this is necessary for incorporating purposes, as a Dominica Corporation cannot be incorporated without the names of the directors and shareholders. Other officers can be appointed for other purposes, including a secretary. The votes and rights of members are to be established in the Articles of the Dominica Corporation and special provisions can be made for matters like general meetings, which under the IBC Act of Dominica must be held at least once a year.
Memorandum and Articles of a Dominica Corporation: The memorandum and articles of a Dominica corporation are the fundamental formation documents, in addition to the certificate of incorporation. These documents set out the purpose, address of agent, liability of members, amount of shares issued at the time of incorporation and authorized capital; in short, details pertaining to the corporation as it stands at the moment of being created and the basic laws and principles by which the Dominica corporation is governed.
Registered Office and Agent: Registered agents and offices are required for all corporations in Dominica. Registered offices are required for the service of process and agents take care of the incorporation process by working along with the Registrar. Agents are responsible for guiding customers through the incorporation process of a Dominica corporation and
Shares: Shares of a Dominica Corporation can include a variety of shares, to include redeemable shares, registered shares, par or no par, shares with the right or not to vote etc. Shares are transferable and can be canceled according to the wishes of the Dominica corporation. It is also possible to increase or reduce the share capital of the Dominica corporation, but all changes must be indicated to the Registrar through the registered agent in Dominica so that the necessary documents can issued and legalized accordingly so as to officiate any amendment. Shareholders can have just one share.
Powers, Capacities and Restrictions of a Dominica Corporation : Because of their legal personality, Dominica corporations are able to trade, enter into contracts, go through with legal proceedings, sue and be sued, and carry out transactions as any natural person. However, Dominica corporations are not allowed to trade with local residents and as international business companies/offshore companies must trade only outside the country. Dominica corporations must engage only legal activities and any contrary operation may result in the removal of the corporation in Dominica from the country’s Register of international business companies/offshore companies.