Interested to register a company in Gibraltar?
Main characteristics for registration in Gibraltar
Company Registration in Gibraltar
Gibraltar is a self-governing British overseas territory. Gibraltar is a perfect investment location with highly developed business services infrastructure, low-tax jurisdiction, competitive operating costs and highly-skilled workforce. The leading business activities presented in its market are financial services, tourism, shipping and online gaming.
This article gives you an overview on how to set up a company in Gibraltar and key points on how your business can benefit from it.
What types of legal entities is it possible to incorporate in Gibraltar?
Foreign companies and citizens may register the company in Gibraltar in the following types:
- A company limited by shares: a separate legal entity that can be public or private. Its own limited liability provides that a shareholder is not liable for company’s debts and other liabilities of the company beyond the unpaid amount of the shareholder’s issued share capital.
- A company limited by guarantee with or without a share capital: this type of companies is typically used by non-profit organisations. They don’t have share capital or shareholders and are owned by one or more guarantors. Such guarantors provide a guarantee of a fixed sum of money to the business in the event of insolvency.
- An unlimited company with or without a share capital: a legal type in which a company has no limit on the members liability in the event that the company’s assets are insufficient to discharge the creditors. In practice, this type of entity is confined to situations where greater flexibility is required in the return of share capital.
- Trusts: is commonly used in Gibraltar for holding legal title to certain property for the benefit of one or more individuals or organisations.
Tips: clients choose to set up a trust in Gibraltar in order to protects their assets, minimize taxation, ensure property passes in succession as well as other economic reasons.
Company registration documents to be submitted depend on the type of legal entity you choose from.
How long does it take to form a legal entity in Gibraltar?
It usually takes 1-2 weeks depending of the form of business you choose to set up.
What documents is it necessary to submit for incorporation in Gibraltar?
+ Additionally for RUS residents:
Signed Nominee (Trust) agreement
Source of income/wealth
What are the requirements for company names in Gibraltar?
The company name under which the business is carried out must be registered at the Registry of Business Names within 14 days of commencement of business. It is essential to ensure that the proposed company name is acceptable. The company name cannot be offensive, misleading or similar to any other company already registered in Gibraltar. The words Limited, Ltd. PLC, SA or SL or similar may not appear as a suffix to a business name, but rather reflects the relevant legal form.
Tips: your company name is the cornerstone of your brand and this is how you make your first impression. So, you should think how it works on your logo, website, and advertisements. It is essential to check whether there is no registered trademark that has identical name. You should try to avoid such similarities; otherwise you will fail to protect your IP rights.
What are the requirements for directors and shareholders in a Gibraltar company?
There is a requirement of a minimum of one director in a company of any nationality or residency. Public limited company has a minimum of two directors and seven shareholders of any nationality.
Tips: if a company incorporated in Gibraltar is owed and managed by non-residents of Gibraltar whose meetings are also held outside of Gibraltar is not recognized as a taxpayer in Gibraltar and is subject to tax-free regime.
Is it required to appoint a secretary in a Gibraltar company?
Company secretary is required in Gibraltar legal entities.
What are the accounting requirements in a Gibraltar company?
All companies in Gibraltar are required to keep proper books and records. The accounting reference period is 12 months. However, the first accounting reference period shall date not later than 18 months after the incorporation of the company. A company’s annual accounts are approved by the company’s director or board of directors. Accounting is usually conducted in accordance with the International Financial Reporting Standards.
The majority of qualified accountants in Gibraltar are members of one of the United Kingdom’s two major accounting bodies, namely the ICAEW and the ACCA.
When is it necessary to audit a Gibraltar company?
Companies that are classified as ‘small’ are not required to file audited accounts and are able to file balance sheets signed by the directors of the company instead.
All companies with a turnover of over GIP 1 250 000 are subject to a statutory audit. The financial statements may be produced under IFRS or Gibraltar (which is similar to UK) GAAP and must be signed off by a Gibraltar-registered auditor.
Tips: if the company holds the account records at a place outside of the UK, it must send accounts and returns at least every six months and keep them in the UK.
What is the cost of company formation in Gibraltar?
The cost of company incorporation in Gibraltar is Euro.
Taxes in Gibraltar
Gibraltar offers low tax rates. Though there is no double tax treaty in force between Gibraltar and other country, tax relief is available in certain cases.
What companies are qualified as tax residents in Gibraltar?
To be tax resident in Gibraltar a legal entity shall have its management and control exercised in Gibraltar.
What is a taxable period in Gibraltar?
Taxable period is one accounting year.
When tax returns are filed in Gibraltar?
Tax returns are submitted annually within 6 months from the end of its accounting period. Consolidated tax returns are not allowed.
What is corporation tax rate in Gibraltar?
Corporation tax is at the flat rate of 10%.
How are dividends taxed in Gibraltar?
There is no tax payable by a company on dividends paid to either another company, including another Gibraltar company, or a non-resident individual.
Is interest income exempt from tax liability in Gibraltar?
Interest income is exempt from tax liability in Gibraltar.
What is royalties tax rate in Gibraltar?
Royalty income received or receivable by a Gibraltar company is taxable at the standard corporation tax rate.
What is capital gains tax rate in Gibraltar?
The disposal of shares of a Gibraltar company by its foreign shareholder is not subject to tax in Gibraltar provided that it does not hold Gibraltar real estate, in which case a stamp duty applies. There are no capital gains in Gibraltar.
What is VAT rate in Gibraltar?
There is no VAT in Gibraltar.
Voluntary and involuntary liquidation of companies incorporated in Gibraltar is regulated by the Gibraltar Insolvency Act.
What are the grounds for involuntary liquidation in Gibraltar?
A company incorporated in Gibraltar can be liquidated based on the court order.
What is the procedure of involuntary liquidation in Gibraltar?
Any creditor may submit a petition to Gibraltar courts to have a company wound up if it is unable to pay its debts. In addition, a company may be liquidated by the court order if a number of company members became below the minimum required number or it is in the public interest. In insolvency cases, a liquidator is appointed who is responsible for preparation of the balance sheet and settlement of credits. Finally, the company is removed from the Companies Register.
What are the grounds for voluntary liquidation in Gibraltar?
Members of the company in Gibraltar may decide to liquidate a company at the general meeting.
What is the procedure of voluntary liquidation in Gibraltar?
Liquidator is appointed who is responsible for the distribution of company assets. Where the company is solvent, the directors are required to swear a declaration of solvency under which they certify that the company is unable to pay its debts over the following 12 months. During the solvency procedure the company cannot operate business, otherwise it can lead to liabilities.
Note: It is possible in Gibraltar to enter into a legally binding agreement with creditors in order to arrange on how the liabilities and debts will be repaid.