Gibraltar Company Formation Services

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Gibraltar General Information Gibraltar is famous for its dramatic rock. It is located in a strategic position at the southern end of the Iberian Peninsula. It overlooks the Straits of Gibraltar and is linked to Spain by a narrow peninsular. Gibraltar is imposing but small and measures approximately 6.5 sq km.

Gibraltar Population

The population of Gibraltar is approximately 30,000 although a substantial number of the working population commutes daily from homes nearby in Spain. A number of Moroccan, British and Indian expatriates live in Gibraltar.

Political Structure

Gibraltar is a British Dependent Territory and is a Crown Colony with internal self-government based on a Constitution of 1969. It has its own elected House of Assembly, which legislates on domestic matters. The United Kingdom is responsible for defense, foreign affairs, financial stability and internal security. Gibraltar became part of the European Community in 1973 when it joined as a UK Dependent Territory under Article 227 (4) of the Treaty of Rome.

Gibraltar enjoys special status within the Community and is exempted from the Common Customs Tariff, the Common Agricultural Policy and Value Added Taxation.

Infrastructure And Economy

Since the opening of the border with Spain in 1985, the level of tourism and investment has increased dramatically. Several international banks and insurance companies have offices in Gibraltar.

Gibraltar has excellent modern postal and telecommunications systems. Thanks to a joint venture between the Gibraltar Government and the Nynex Corporation of the USA, Gibraltar enjoys the latest in digital and fibre-optic telecommunications. This has produced a growth in the technology sector with a number of large betting and gaming companies taking advantage of the low-tax regime and good telecommunication facilities. The growth in the gaming industry has not only produced in excess of 1,100 jobs but the industry also paid £4.3 million to the Government last year in Gaming Tax.

The Port of Gibraltar enjoys free port status and hosts frequent calls from many of the world's shipping lines, both passenger and freight.

Gibraltar’s Stock Exchange, “GibEx” opened in May 2007 and has the technical assistance of the Vienna Stock Exchange as well as Bank Medici. A major partner of the Stock Exchange is Van der Moolen NV which is known to be the fourth largest liquidity provider on the New York Stock Exchange.

Gibraltar Language

The official and spoken language is English while Spanish, Italian and Portuguese are also spoken.

Gibraltar Currency

Gibraltar Pound which is on a par with the British Pound.< /p>< h2>Exchange Control

None.

Type Of Law

Common Law based on English Common Law.

Principal Corporate Legislation

Based on the United Kingdom 1929 Companies Act (as amended), and the Companies Ordinance 1984 (as amended). The tax status of Gibraltar companies is established by the Gibraltar Companies Ordinance of 1967. Recent amendments to the Act ensure that all relevant EU Directives are implemented.

Gibraltar Company Information

Type Of Company For International Trade And Investment

Exempt Company or Non Resident Company

Procedure To Incorporate

Filing of Memorandum and Articles of Association, Statement of the Situation of Registered Office, a statement declaring the Authorised Share Capital and a Declaration of Compliance.

Restrictions On Trading

Cannot trade within Gibraltar or undertake the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other activity associated with the finance industry.

Powers Of Company

A company incorporated in Gibraltar has the same powers as a natural person.

Language Of Legislation And Corporate Documents

English.

Registered Office Required

Yes, must be maintained in Gibraltar.

Shelf Companies Available

Yes.

Time Scale To Incorporate

Subject to name approval, a company can be incorporated within five working days.

Name Restrictions

Any name that is identical or similar to an existing company. Any name which, in the opinion of the Registrar, is undesirable or offensive. Any name that suggests royal or government patronage. Any English name, or their foreign language equivalent, which may imply a field of activity associated with the banking or finance industry.

Language Of Name

The name can be in any language that uses the Latin alphabet, but must be accompanied by a translation to ensure that the name is not prohibited or licensable.

Names Requiring Consent Or A Licence

The following names or their derivatives: bank, building society, insurance, assurance, reinsurance, fund management, asset management, investment fund, trust, trustees, municipal, Chamber of Commerce, co-operative or their foreign language equivalents. “International” and “Gibraltar” cannot be used without consent unless they are bracketed.

Suffixes To Denote Limited Liability

Limited or Ltd.

Disclosure Of Beneficial Ownership To Authorities

In order to obtain exempt status, an application has to be made to the Financial Services Commission. The application must include the name and address of the beneficial owner(s), and bank character references relating to the beneficial owners. This information is not on public record.

Compliance

Authorised And Issued Share Capital

Normally £ 2,000 divided in to 2,000 shares of £ 1 each. This being the maximum authorised share capital for the minimum capital duty payable upon incorporation. The authorised share capital may be expressed in any currency.

Classes Of Shares Permitted

Registered shares, preference shares and redeemable shares or shares with or without voting rights.

Bearer Shares Permitted

Not available.

Taxation

A Gibraltar Company is exempted from local taxation, since it will not make business within the territory of Gibraltar.

Double Taxation Agreements

Gibraltar is not a party to any double tax treaties

Financial Statement Requirements

There is no requirement to file financial statements, but a company must keep records to reflect its financial affairs.

Directors

The minimum number of directors is one, who may be a natural persons or a body corporate. They may be of any nationality, and need not be resident of Gibraltar.< /p>

Company Secretary

All Gibraltar companies must appoint a resident company secretary, who may be a natural person or body corporate.

Shareholders

The minimum number of shareholders is one.

Gibraltar Non-Resident Company Detailed Features

General Overview

The Gibraltar non-resident company is the simplest and cheapest type of all offshore corporate entities available in Gibraltar.

The Gibraltar non-resident company has been long recognized as an excellent alternative to the Irish non-resident company which itself was very popular as offshore vehicle until 1999. As a matter of fact, many of the Irish non-resident companies have since been re-domiciled to Gibraltar. The Gibraltar non-resident company is also in many ways similar to the pre-1988 non-resident company of the UK.

A Gibraltar non-resident company only pays a GBP 30 annual filing fee to the Registrar of Companies, payable at the time of filing of the Annual Return. Quite often the non-resident company is directed by the beneficial owners themselves, or by non-resident third-party directors appointed by the owners. The non-resident company will still need to maintain a registered office in Gibraltar and to have a Resident Secretary - these functions are provided by us at a competitive fee.

Gibraltar non-resident company is probably the most cost efficient offshore vehicle in Europe as of now. It also competes very well worldwide under the same criteria.< /p> Non-Resident Company

The non-resident company is usually preferred by more relaxed clients whose personal or business circumstances allow them to be at relative ease from tax scrutiny. Such clients would often be individuals who spend most or all of their time outside their home jurisdiction – for instance, management consultants, software engineers or other professionals who tend to travel between various countries on short-term assignments. Just as well, a clients’ business may be purely international and not particularly tied-up to his home country – like many internet businesses are. A non-resident company may also be sufficient for use by clients whose home country does not have the sophisticated “management and control” tax-rules – this is still the case in many countries of the world. And, finally, there is no need to use a sophisticated tax-exempt company when there is no tax planning purpose – for example, when the company is simply used as a personal asset-protection vehicle to passively hold some property or investments.< /p>

In all these cases the simpler, cheaper non-resident company could be a choice well made. The non-resident company is not subject to the fixed rate GBP 225 annual duty and other fees (notably, management fees) which are payable by the exempt company. Just in case, it can also be transformed into an exempt company if and when the circumstances require.

Gibraltar Non-Resident Company Detailed Features

To be a non-resident company, a Gibraltar-registered company has to satisfy the following criteria:< /p>
The company must be owned by persons, who are not resident in Gibraltar.
The company must be controlled (directed) by persons who are not resident in Gibraltar.
The company may not trade or carry on business in Gibraltar with residents of Gibraltar. It may however trade with other exempt or qualifying companies or non-resident persons.
The company must maintain its Company Register, Registered Office and Resident Secretary in Gibraltar.
The company must not remit income to Gibraltar.

The last requirement effectively means that in order to maintain its no-tax status a Gibraltar non-resident company should not hold any bank accounts in a Gibraltar-situated bank. This simply means that the non-resident company would usually operate its bank accounts in another country. Often it would be just a different offshore jurisdiction – like, Isle of Man, for example. It may also be practical to open the offshore bank account in a country situated closer to the place of the actual business of the company - or to the actual location of its beneficial owners.

If the above four criteria are satisfied, a Gibraltar company will be considered "non-resident". As such, it will not fall under the Gibraltar tax system by definition and will not be required to register for Gibraltar taxation purposes. This also means that, unlike the tax-exempt company, the non-resident company can in no circumstances be considered as a Gibraltar taxpayer.

The Annual Fees are concerned with Secretarial Services:

- The First Minutes of Directors Meeting;
- All Secretarial Services and Minutes related to the upkeep of the company's Combined Register, e.g. AGMs, Ordinary Resolutions, etc.;
- The filing of the company's Particulars of Directors;
- The filing of the company's Allotments of shares;
- Copies of all documents filed at the Companies Registry;

Tax-Efficient E-Commerce Planning The Tax Structure

Gibraltar has an 'onshore' tax structure quite similar to that of the UK so far as income and corporation tax is concerned, although there are no capital taxes. However, as long as a company does not do business locally (i.e. have transactions with local residents) it can use the exempt private company form which can be resident or non-resident, pays no tax on its income (other than the yearly registration fee, and applies no withholding tax to payments it makes.

Gibraltar Non-Resident Companies Characteristics

General

• Type of Company – Non-Resident
• Political Stability - Good
• Common or Civil Law - Common
• Disclosure of Beneficial Owner - Yes
• Migration of Domicile Permitted - Yes
• Tax on Offshore Profits - Nil
• Language of Name - Latin Alphabet

Corporate Requirements

• Minimum Number of Shareholders / Members - One
• Minimum Number of Directors / Managers - One
• Bearer Shares Allowed - No
• Corporate Directors / Managers Permitted - Yes
• Company Secretary Required - Yes
• Standard Authorised Capital - £ 2,000
• Paid-up Minimum Capital – GBP 2

Local Requirements

• Registered Office/Agent - Yes
• Company Secretary - Yes
• Local Directors - No
• Local Meetings - No
• Government Register of Directors / Managers - Yes
• Government Register of Shareholders /Members - Yes

Annual Requirements

• Annual Return - Yes
• Submit Accounts - No

Recurring Government Costs

• Minimum Annual Tax/Licence Fee - GBP 30 for a Non Resident Company
• Annual Return Filing Fee - GBP26

Content supplied by TBA & Associates