Business
Companies Act 1994 on the CARICOM model
The Companies Act 1994 follows the CARICOM harmonised model, itself derived from Canadian business corporations legislation, so it uses articles of incorporation rather than the older memorandum and articles. Incorporation is at the Companies and Intellectual Property Office, and a company exists from the date on its certificate of incorporation. Dominica also maintains an international business company regime, though the transparency reforms of recent years have narrowed its tax advantages.
Key rules
- Jurisdiction — Unitary; registration is national through the CIPO registry
- Deadline — Annual return: filed each year with the Registrar
- Deadline — Notice of change of directors: within 15 days of the change
- Deadline — Registered office change: notice filed before the change takes effect
Governing law
- Companies Act 1994
- International Business Companies Act 1996
- Registration of Business Names Act
- Bankruptcy Act
In practice
The CARICOM model act removed the ultra vires doctrine, so a company has the capacity of a natural person and third parties are protected against constitutional irregularities. Practitioners used to English-style constitutions should note that the articles of incorporation are a short registered document and that internal governance rules sit in by-laws, which are not filed and therefore not public.