Gibraltar is a small country, which is a well-known offshore jurisdiction. Until recently, Gibraltar, being the dependent territory of the […]Read more
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.
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.
It usually takes 1-2 weeks depending of the form of business you choose to set up.
The following documents and information are required in order to incorporate a company in Gibraltar:
Certified International Passport Copy
Certified copy EU issued ID card
+ Additionally for RUS residents:
Certified copy of internal passport
Copy of a photo showing the UBO holding both passports in his hand (opened showing both passport photos)
Certified copy of utility bill no older than 3 months. If this document is not in Latin letters, certified translation should be provided
Certified Copy of bank statement no older than 3 months showing address of UBO
Signed Nominee (Trust) agreement
Source of income/wealth
Copy of salary receipt
Bank statement showing salary
Copy of employment contract
- Original Application for completed and signed by UBO;
Original Reference letter from bank/auditor/lawyer (choose one). Russian residents – need to provide 2 reference letters
UBO printout from google
Translation: by Translator with signature, name and seal of translator
Once these documents and information are received, it is necessary to prepare and file:
- application to be filed to the Registrar of Companies together with other necessary documents (memorandum and articles of association, passports, etc);
- application for obtaining tax identification number.
The company name under which the business is carried out must be registered at the Registrar within 14 days of commencement of business. The name under which the company trades is referred to as a business name. The Registrar makes a decision on the business name approval immediately and issue a Certificate of Registration of a Business Name.
Prior to submitting documents for approval, it is recommended to conduct business names search in the Companies House.
The proposed business name should meet the following requirements:
- it should be unique and cannot be identical or similar to any other company already registered in Gibraltar;
- it should not be offensive or misleading;
- it should not suggest royal or governmental patronage, or imply a field of activity associated with banking or finance industry;
- it should not imply national or international pre-eminence (British, Britain, Gibraltar, Great Britain, European, Euro, European Union, etc.), otherwise it is subject to Companies House’s permission;
- it should not imply business pre-eminence (Association, Federation, Society, Institute, Institution, Insurance, Chamber of Commerce, Trade, Industry, Co-operative, Group), otherwise it is subject to Companies House’s permission.
Companies wishing to use “Holding(s)” must be a holding company and must confirm this in writing upon incorporation and also confirm that when the first annual return is submitted it will specify the activity of the company according to the standard industrial classification codes.
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.
In Gibraltar every business name must submit an annual statement of particulars form (annual form) at least once a year. The submission is subject to a fee of £15.00.
Tips: your company name is the cornerstone of your brand and this is how you make your first impression. For this purpose, 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.
In order to register a company in Gibraltar, it is required to follow these steps:
- prepare memorandum and articles of association;
- appoint director(s) and secretary, alternatively use nominal services of director(s) and nominal shareholder(s);
- receive director(s) acceptance letter;
- organize the first board meeting and prepare board resolution;
- register members;
- rent an office or use nominal services of registered office address in Gibraltar;
- pay statutory fees;
- submit documents to the Companies House;
- receive company incorporation certificate and other certificates;
- receive tax identification number (TIN);
- open a bank account.
Once the company is incorporated, the Registrar of Companies issues the company incorporation certificate Gibraltar. The certificate of incorporation is issued as a copy or a certified copy. Upon request, it can be provided with an apostille. This document certifies that the company is incorporated in Gibraltar under the Gibraltar Companies Act and contains information on company name, date of incorporation and company number. It bears the official seal of the Registrar of Companies. Additionally, the Registrar of Companies can issue a certificate of good standing that confirms that the company is compliant with all of the filing requirements of the Companies Act 2014 and is fully up to date with all of the statutory filings.
The fee for company registration in Gibraltar is made as a one-time payment. Later, the company should pay annual fees for company maintenance, including for services of nominee shareholders, nominee director(s), secretary and registered address in Gibraltar.
Additional fees include the services of nominee shareholders, nominee director(s), secretary and registered address in Gibraltar as well as annual statutory fees. Upon demand, it is possible to order accounting and audit services.
Opening a bank account is subject to a separate fee.
The official fee for company incorporation in Gibraltar is £100.00. Usually, the company is registered within 1-2 weeks. The official fee for same day urgency incorporation of a company is £200.00. Stamp duty payment on nominal share capital is £10.00.
Our company assists clients with company formation in Gibraltar. Our fee includes incorporation costs and company certificates issued by the Companies House. We act on behalf of our clients and prepare all necessary documents for filing. Above all, we advise our clients on legal and tax matters.
The Registrar of Companies is the official governmental body responsible for day-to-day management of companies registered or to be registered in Gibraltar. It has three main statutory duties:
- to incorporate and dissolve companies;
- to examine and hold documents delivered to the Registrar under the Companies act;
- to make this information available to the public.
Recently, the Registrar of Companies has introduced e-filing that enables to file documents online and obtain certain documents through this system (e.g. company profile).
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.
Company secretary is required in Gibraltar legal entities.
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.
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.
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.
To be tax resident in Gibraltar a legal entity shall have its management and control exercised in Gibraltar.
Taxable period is one accounting year.
Tax returns are submitted annually within 6 months from the end of its accounting period. Consolidated tax returns are not allowed.
Corporation tax is at the flat rate of 10%.
There is no tax payable by a company on dividends paid to either another company, including another Gibraltar company, or a non-resident individual.
Interest income is exempt from tax liability in Gibraltar.
Royalty income received or receivable by a Gibraltar company is taxable at the standard corporation tax rate.
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.
There is no VAT in Gibraltar.
Voluntary and involuntary liquidation of companies incorporated in Gibraltar is regulated by the Gibraltar Insolvency Act.
A company incorporated in Gibraltar can be liquidated based on the court order.
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.
Members of the company in Gibraltar may decide to liquidate a company at the general meeting.
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.