Company incorporation Gibraltar Company incorporation Gibraltar

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Main characteristics for registration in Gibraltar

Corporate tax
0-10%
Best choice for:
Online Business
Time to complete the registration
10 days

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:

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. Partnership
  6. Branch
  7. Foundations

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:

Identification document

  • Certified International Passport Copy

Or

  • 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)

Address Proof

  • Certified copy of utility bill no older than 3 months. If this document is not in Latin letters, certified translation should be provided

Or

  • Certified Copy of bank statement no older than 3 months showing address of UBO

Agreement

Signed Nominee (Trust) agreement

Source of income/wealth

  • Copy of salary receipt

Or

  • Bank statement showing salary

Or

  • Copy of employment contract

Forms

  • Original Application for completed and signed by UBO;

Other documents

  • CV

  • Original Reference letter from bank/auditor/lawyer (choose one). Russian residents – need to provide 2 reference letters

  • UBO printout from google

Certification/Translation

  • Translation: by Translator with signature, name and seal of translator

  • Certification: Notary

 

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.

Companies incorporated in Gibraltar are required to submit financial statements on an annual basis, provided that the first accounting reference is dated not later than 18 months since incorporation date. Accounting is conducted under requirements of IFRS.

 

Registered address is a legal requirement for all companies incorporated in Gibraltar. When starting a company in Gibraltar, an applicant should provide the Gibraltar Companies House with the registered address which will be used for delivering official notices. All information about the legal address will be publicly available in the Companies House. The company is obliged to notify the Companies House in case of any address updates.

It takes up to 5 days to complete the registration process in Gibraltar. The total term of company formation in Gibraltar with opening a bank account can take 2-3 months. However, offshore companies are required to perform its business activities outside the country. Thus, a bank account should be opened in another jurisdiction.

A company limited by shares is the most commonly used type for company formation in Gibraltar. 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. It can be both private or public. Private limited company formation is commonly used for small and medium sized businesses. 

Company formation in Gibraltar is a rapid and simple procedure, as all documents are submitted online. If you plan to incorporate a company by yourself, then it is advisable to follow official guidelines or read our articles about rapid company formation in Gibraltar. Additionally, you may require additional services, such as registered address, nominal services or translation services which would simplify the whole process. 

Ecompany.ltd services allow to incorporate a company within the shortest period. You can use our website for online company name check or for incorporation services. Our professional team will prepare and submit all registration documents on your behalf.

 

Company formation in Gibraltar is available for residents and non-residents. Non-residents enjoy privacy benefits and zero local taxes.

The company registration process in Gibraltar is a quick and hassle-free procedure. In order to prepare the full set of documents, 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.

Gibraltar is a self-governing British overseas territory. Before Brexit, it was a member of the EU together with the UK. For many years and nowadays it remains to be a stable jurisdiction with business-oriented legislation. Companies incorporated in Gibraltar with a status of a non-resident company benefit from its favourable tax conditions. Non-resident companies are exempt from taxation and reporting requirements as long as they do not perform any business within the country. 

There is no necessity to visit Gibraltar to register the company. All registration and post-registration operations can be done remotely through an authorized agent.

The whole process of company formation in Gibraltar is done online. All documents are submitted to the Gibraltar Companies House through e-filing portal. The company profile is available through an e-filing portal which is also used for other registration activities.

A shelf company in Gibraltar, also called a “blank company”, or “aged company”, is a company that is established by law firms and accountants. 

However, buying a ready-made company or shelf company is no longer practicable in Gibraltar, since online formation of a new company is much cheaper, faster and safer procedure. When establishing a new company in Gibraltar, it is possible to set it up based on your business needs. For instance, you are free to choose any company name, choose your preferred address, etc.

That’s said, if you are considering starting your business in Gibraltar, then it is advisable to incorporate a new company.

Non-resident domestic companies in Gibraltar are exempt from Gibraltar tax system. There is no capital gains tax, wealth tax or gift tax for local sourced income in addition to no VAT requirement. 

Ecompany.ltd has an extensive expertise in offshore company formation and tax planning in Gibraltar. Please contact us for company formation inquiries.

Gibraltar offers excellent advantages for structuring an offshore company, including:

  • nominal services in Gibraltar
  • stable government as part of the UK
  • exemption from local corporate taxes for offshore companies
  • shipping registration

All company registration in Gibraltar is conducted online without the necessity to visit this country. Gibraltar has excellent solutions for bank account opening which can be done remotely.

An individual or company of any residency can set up a company in Gibraltar and be a 100% owner. There are no restrictions or limitations on foreign residents and nationalities.

Ecompany.ltd provides online company formation services in Gibraltar. We offer nominal services, including registered address in Gibraltar. Our flexible company incorporation services in Gibraltar include:

  • Low registration fees
  • Nominal services, including registered address
  • Accounting, tax and legal services
  • Offshore formation 
  • Opening a bank account in various countries

To purchase a ready-made company in Gibraltar and worldwide, please contact us for further details.

It is essential to check whether an agent provides nominal services for company formation in Gibraltar. This jurisdiction allows to maintain the privacy for its shareholders and directors, so many founders want to benefit from this option. A good agent would offer such services along with the tax consulting services which are essential for international business.

When looking for an agent in Gibraltar, it is advisable to choose an agent who is able to provide all necessary services for company formation in Gibraltar, including local address, nominee services. Usually, this jurisdiction is an excellent destination for operating an international business. If this is your case, then it is advisable to choose an agent qualified in international tax laws.

In comparison to many other jurisdictions, Gibraltar has many options for opening a bank account. Gibraltar banks are secure as funds on the accounts are insured within the deposit protection scheme of 100,000 Euro. Banking services are provided in English. Gibraltar banks provide excellent wealth management opportunities.

There are different banks in Gibraltar which services are well-diversified for companies and individuals, including high net worth individuals. All banks in Gibraltar often provide modern online tools for account management. They have multi-currency accounts with Gibraltar pound as the official currency. It is exchanged with the British pound at par value (1:1).

 

Gibraltar is the ideal jurisdiction for opening a bank account. Banks in Gibraltar are client oriented and have different account options for any type of client. If you need any advice on account opening in Gibraltar, please feel free to contact eCompany.ltd.

The cost of company incorporation in Gibraltar is Euro.

Online company formation on eCompany.ltd

  1. You can easily search whether your chosen company name is available for registration in Gibraltar. To check the name, please enter the company name in a search field under the top banner on this page and then click “find out”.
  2. If your chosen company name is available, you can start the process of company formation.
  3. At checkout, please fill in your personal information and account details for account registration on eCompany.ltd. You can add additional notes or information in your order.
  4. Complete your order with your preferred method of payment.
  5. Once your payment is processed, we will contact you about the necessary documents that we need to receive from you in order to prepare incorporation documents on your behalf.
  6. We will prepare the incorporation documents and submit them for company formation in Gibraltar
  7. Once the company is incorporated in Gibraltar, we will send you a standard set of original corporate documents. Please make sure that you entered your correct mailing address.

If you have any questions or problems at any stage of company formation in Gibraltar, please feel free to contact us

 

Taxes in Gibraltar

Gibraltar is a low tax jurisdiction. Non-resident companies enjoy tax benefits, such as income tax exemption. There are no taxes on capital gains, income tax, wealth tax or VAT.

 

To be tax resident in Gibraltar a legal entity shall have its management and control exercised in Gibraltar.

The Gibraltar tax year is one accounting year from 1 July to 30 June. The corporation tax deadline in Gibraltar is not later than 31 December. As a general rule, the corporate tax filing deadline is similar for all business in Gibraltar.

Tax returns are submitted annually within 6 months from the end of its accounting period. Consolidated tax returns are not allowed. The tax return in Gibraltar is made on Tax Return Form C1 and must be accompanied by all information and documentation requested therein, including accounts. 

The business tax is defined as a corporate income tax in Gibraltar.

In Gibraltar legal entities pay corporate tax on all income derived in or from Gibraltar. Business tax does not include capital gains tax or VAT, as companies do not pay these taxes. 

The current corporation tax rate is 10% in Gibraltar. Non-resident companies do not need to pay corporate tax on profits outside Gibraltar.

The corporation tax rate is 10%. Since the rate of corporate tax is reviewed annually, please contact eCompany.ltd for updated information.

The tax rate for small businesses operating in Gibraltar in the form of a limited company is 10% tax on all profits received in Gibraltar. Small companies with net turnover of less than GBP10.2 million and with average number of employees of less than 50 do not need to file full audited accounts. Instead, they are required to submit an abridged balance sheet.

Similar to the corporation tax rate as given above, the limited company tax in Gibraltar is currently 10% on company’s profits received in or from Gibraltar.

The corporation tax is payable for the accounting year starting from 1 July of one year and ending 30 June the next year. The taxable income is calculated on the basis of the preceding year.

Overseas companies are subject to Gibraltar corporation tax on income derived in or from Gibraltar. The corporation tax rate is 10%. 

There is no tax on dividends in Gibraltar, including tax on foreign dividends. Gibraltar does not levy tax on dividends paid to either another company, including another Gibraltar company, or a non-resident company or individual. The same applies to limited companies, that do not need to pay tax on dividends.

Gibraltar does not levy withholding tax on dividends.

Interest income is exempt from tax liability in Gibraltar.

There is no withholding tax on interest 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.

Investment and other passive income is tax exempt in Gibraltar.

Gibraltar does not levy tax on capital gains. For this reason, there is no tax on selling a business in Gibraltar.

Company Liquidation

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.

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