How To...
Establish a Business in Dominica
By CSME Unit of Trinidad and Tobago
Mar 20, 2007 - 7:51:56 PM

The basic company registration procedure is described below:

Step 1) Name Search. Before a company is registered, the Registrar will conduct an obligatory name search.  The chosen company name must be in compliance with the rules set out in the Companies Act, 1994  and its Regulations, S.R.O. 022-1997.   A name search application requires submitting a form to the Registrar.  Company names may not include the following words without permission from the Ministry of Legal Affairs, Immigration and Labor:

• “Assurance”
• "Bank"
• "Building Society"
• "Chamber of Commerce"
• "Chartered"
• "Cooperative"
• "Imperial"
• “Insurance"
• "Trust"
• "Municipal"
• "Royal"
• "National

Step 2) Fees.  The fee for a name search and reservation (valid up to 90 days ) is EC $67.50 (US $25).  An applicant may want to reserve a name in case he or she wants to ensure its availability until he or she has gathered all the documents required to apply for company registration.  Annual renewal fees for name registration is EC $50 (US $19) which is payable by April 1st each year.   

Step 3) Documentation for Registration.  The registration (incorporation) is done by the Registrar of Companies, located in Roseau, under the supervision of the Ministry of Legal Affairs, Immigration and Labor.  To date, about 7,000 companies have registered with the Registrar.

The following documents must be submitted to the Companies Section of the Registry for the registration of a company along with a fee that is based on a sliding scale:

• Statutory declaration by an attorney-at-law that the applicant fulfills the requirements of Section 4 (2) of the Companies Act (over 18 years old, of sound mind, and not bankrupt);
• Articles of Incorporation (two copies, called “original copies”, signed by director(s)) with the contents described in Section 5 of the Companies Act;
• Memorandum of Association (original plus two copies, called “original copies”, signed by director(s));
• Notice of the names of the directors;
• Notice of the address of the registered office;
• License from Cabinet, if a member of the board or a shareholder is non-citizen and company holds land;  and
• For External Companies only, an affidavit from a Director that the company is registered in another country and documentation to prove this registry.  

Step 4) Issuance of Certificate of Incorporation.  The Registrar issues a Certificate of Incorporation and sends it to the company after examination of the application.   A company is established from the date on the Certificate of Incorporation.   Typically, this process takes one day.

The registration fee for local companies is EC $750 (US $280.90); companies without share capital (non-profit companies) is EC $150 (US $56.18); and external companies is EC $3,000 (US $1,123.60).  All registration requires a stamp worth EC $5.00 (US $2.00) for the statutory declaration signed by an attorney-at-law.  This fee is paid before the issuance of the registration at the cashier of the Registrar. 

Step 5) Registration with Social Security Office.  After companies receive their Certificate of Incorporation, the next step is registration with the Social Security Office for Social Security payments and the Medical Benefits Scheme. 

Any business – incorporated or sole proprietor/partnership – employing personnel must register with the Social Security Office located in Roseau for the social security contributions to be paid by the employer and on behalf of the employee.  The normal rate of contribution is 7% of gross salary paid by the employer on the gross salary and 3% of the gross salary deducted from the employee’s wages.   The employers’ component of 7% includes a 0.25% contribution to the Redundancy Benefit Fund mentioned above, on behalf of the employees.  It must be noted however, that employees not covered by the Protection of Employment Act of Dominica (such as Government employees) are exempted from contributing to the Fund.  In such cases, employers contribute only 6.75% instead of the regular 7%.  Social contributions must only be paid for all salaries for individuals between 16 and 60, but the maximum salary amount against which social security is charged is EC $5,000 (US $1,852) per month, or EC 500 (US $185) per employee per month.  Expatriates who draw a salary in Dominica must also register for and pay into social security regardless of whether or not they intend to retire or draw benefits in the country.

To register, the employer will complete a registration form, which asks for particulars about the business address, business type, and number, wage and date of hire of employees, and present the following:

• Corporate certificate of registration;
• Articles of Association; and
• Memorandum of Association.

The process is free and results in the issuance of a social security identification number and a social security certificate, which is mailed after registration is complete.  Social Security officials suggest that registration can be completed within one day.

Step 6) Employee Registration.  Within three days of the start of employment, individual employees are also required to come to the Social Security Office and the employer or his duly authorized agent must sign and stamp the employees application form with a company stamp.  The employee will come to Social Security to register and receive a social security identification card.  Individual employees will complete a form that asks for information on the employee’s family, employer, and nature of employment.  Additionally, the employee must present the following at the time of registration: 

• Photo identification (passport if the employee is an expatriate);
• Birth certificate (for nationals only); and
• Marriage certificate (if applicable).

This registration can also be completed within one day.  Registered companies and sole proprietors/partnerships with employees shall submit an application form not later than seven days after the first employee is employed.  The office issues a social security number for the applicant.  There is no fee charged and registration happens on the same day. 

Self-employed persons must submit a birth certificate for registration with the Social Security Office and pay 7% contributions on their insurable income.  The Office issues an identification card to them with a social security number.
 
Payments must be made not later than 14 days after the end of the month in question and can be made in cash or by check.  There is a penalty of 10% per month of the due amount for delayed payment. 
 
Step 7) Obtaining a Business License or Permit.  The next step for companies, where required, is to obtain a Business License or Permit.  There is no general business license requirement but some specialized activities require a license.  For example, a business license is required to operate a hotel or run a public transportation service but is not required to set up an agribusiness.  Finally, the Trade and Professional License Act governs trade licenses, huckster’s licenses and professional licenses. 

All non-residents are required to purchase a license for practicing any business or profession but the Minister of Finance may provide an exemption for investments in agriculture.  The Ministry of Agriculture governs the huckster’s license, which is required for persons dealing in the export of licensable produce.  A small fee of EC $10 is charged for this license.  All other trade and professional licenses are administered by the Internal Revenue Division.  The IRD determines the appropriate fees based on the profession listed in the “Other Taxes and Licenses Registration Form”. 
  
Step 8) Registration for Tax Identification Number.  The next step is registration with the Inland Revenue Division.  All corporations, partnerships and sole proprietors must register with Inland Revenue in Roseau for tax purposes.  Companies, non-profit organizations and partnerships have to submit the “Non-Individual Enterprise Registration Form” (three pages) and sole proprietorships have to submit the “Individual Enterprise Registration Form” (four pages), which includes information about the enterprise and the tax record, if any.

The registration is free of charge and takes about one day.