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Company Incorporation 
Gibraltar
OFFSHORE COMPANIES
There are two distinct types of Gibraltar companies that we provide:
1. Non-resident company Check Our Pre-Packed Non-resident company ready to be delivered. Ready-made companies available.
2. Exempt company
Ready-made companies available.
The prudent regulation of the Gibraltar financial services sector by the FSC is to ensure that the jurisdiction is not used to facilitate or conceal any criminal activity, like terrorism, drugs trade or fraud. Therefore, all financial service providers– including us – are required to know their clients well, and be able to monitor their activities. Again, this regulation (onerous as it may seem at times) is in Your best interests –because keeping a clean reputation for Gibraltar would also mean keeping a clean reputation for Your offshore business in Gibraltar.
Please see more detailed descriptions of these products below.
NON-RESIDENT COMPANY
Check Our Pre-Packed Non-resident company ready to be delivered ASAP.General characteristics. This is the “simple” type company. A non-resident company is not subject to any taxation in Gibraltar if it is owned, managed, controlled and operated outside Gibraltar and does not remit any income to Gibraltar. Consequently, as a rule, the full “mind and management” of such company should be located outside Gibraltar. Quite often such company is directly managed by its actual owner, as part of his/her international business.
Minimum involvement. Only minimum of services can be provided by us for a non-resident company. Namely, we will provide the minimum domiciliation - registered address and resident secretary in Gibraltar. We will also take care of the annual administrative filings for such company. A nominee subscriber/shareholder can be provided by us to hold a minimum percentage of authorised shares. If required, the resident secretary in Gibraltar will be available to co-sign documentation pre-signed by the company director(s). Apart from that, we will assume that all day-to-day management of the company is undertaken by the directors at their location. Consequently, we will expect that the location of such directors is also used for all business correspondence.
Client directors only. For non-resident companies we will not provide any directorship services. Clients requiring non-resident companies will be asked to appoint their own (or third-party) directors from outside Gibraltar. Obviously, therefore, no powers of attorney or similar documentation will be issued by us.
Sufficient identification will be required for all company directors.
We may be able to introduce reliable, unrelated third-party directors from outside Gibraltar to be appointed as directors for Gibraltar non-resident companies. If so, this would be a service provided independently by a third party, and solely outside Gibraltar. No tax presence. We will not be able to obtain any sort of official confirmation documents in regards of the tax status of a Gibraltar non-resident company – because it does not have any tax status in Gibraltar! Quite simply, a Gibraltar non-resident company is not subject to Gibraltar taxation at all, due to full location of its management and business outside Gibraltar. As the case may be, we will presume that the reference place for any taxation of such company should be the location of the directors.
Accounts operated by clients. Although we may be in position to introduce a suitable foreign banking connection to a non-resident company, we will not undertake any managerial role in clients’ banking. A Gibraltar non-resident company must not operate any bank accounts inside Gibraltar – this is a pre-requisite for its no-tax status.
Minimum fees. The only official fee payable for a non-resident company is currently GBP 30, which is payable to Gibraltar Registrar of Companies at filing of the annual administrative return. In addition to that, there will be our fixed professional fee for provision of minimum local presence (registered address, resident secretary and necessary filings) and, as the case may be, a fixed nominee shareholder fee. Generally, a non-resident company remains an easy, competitive, cost-efficient tax-free vehicle for purely international business. When elaborate and highly sophisticated management schemes are not necessary for the client, a Gibraltar non-resident company may be the right solution.
Due Diligence. For all types of companies full due diligence (Kow Your Client) documentation will have to be supplied for all beneficial owners of the company. Goes without saying, all such information will be kept securely and confidentially on our internal file. We trust you are already aware of the standard due diligence requirements, as they have already been implemented for some time.
Fees summary for Non-resident company:
Incorporation Fee: GBP 210
Includes preparation and filing by the initial Subscriber of all necessary paperwork to register the company, obtaining the original Certificate of Incorporation. The supplied documents will include Certificate of Incorporation, Minutes of the First Meeting (containing appointment of directors, secretaries, share allocations), Memorandum and Articles of Association, Share Certificates and Transfer Forms as may be applicable.
Compliance with minimum local domicile requirements: provision of the registered address and resident secretary in Gibraltar, inclusive of the preparation and filing of the Annual Return.
Total: GBP 680Options:
One notarial certification of a set of certified copies: GBP100
Nominee services:
Miscellaneous other feesAnnual maintenance fees after first year:
Compliance with minimum local domicile requirements: provision of the registered address and resident secretary in Gibraltar, inclusive of the preparation and filing of the Annual Return – if company management is provided by client.
Total: GBP 480 (plus fees for nominee service)
The fee is GBP 250 in addition to normal company registration.
There are some matters which you have to take into consideration:
The company needs to be in good standing.
(A fresh Certificate of Good Standing needs to be supplied.)The original Memorandum & Articles of Association, Minutes, resolutions, and any other relevant company documentation. (Also need to be supplied.)
All the documentation needs to be in English, translations need to be obtained separately.
There are forms to be filled and documentation to be prepared.
We have here a Circular issued by the Registrar of Companies, on the subject of re-domiciliation. (link opens in a new window)
Our service fee for re-domiciliation is GBP 180. In addition to that, there would normally be the registered agent/address fee of GBP 70 p.a., the state duties in the range of GBP 150, and costs of various Notarisations and legalisations (as required by client). Hence the final invoice amount will slightly depend on the configuration.
For your convenience, we have included a Cost Calculator in the order form:
ORDER an Non-Resident company Here
EXEMPT COMPANY
General characteristics. This is the “fully-managed” company. The Exempt company is a more sophisticated, highly customized offshore services product. Properly configured, it can show its tax residence in Gibraltar, and thus prove to be an invaluable international tax planning tool. At the same time an exempt company will remain practically tax-free, by only paying a relatively low fixed amount of annual tax (usually GBP 225). The status of an exempt company is achieved by a Gibraltar company upon filing of Exempt Application with the Gibraltar government.To achieve full benefits of an exempt company, it needs to be managed and controlled in Gibraltar. This does not mean nominal “shadow” directorship services. Such simplified arrangements are thing of the past. They are easily recognized, challenged and defeated by revenue officers around the world. Rather, company management presumes actual involvement of the manager into the daily business of the company.
Maximum local involvement. For a proper tax-exempt company, we, as managers, would need to be completely aware of the company business. We would also need to retain reasonable control over the company and all its activities. This would usually mean that we provide comprehensive company directorship, shareholder and account signatory services. Obviously, all actions carried out by us in this capacity would be strictly defined by a detailed corporate services contract, concluded between us and the owner of the company. Of course, we would only be entitled to act on instructions of the client, never in our own discretion.
Our qualification to provide these services stems from the corporate and individual company management licenses, issued to us by the Gibraltar Financial Services Commission. There are stringent requirements imposed upon us in the course of our services. In particular, we maintain a substantial professional liability insurance cover which, effectively, is included in the service we provide to every client.
Full management. Routinely, for a Gibraltar tax-exempt company we would provide professional local shareholders and directors, who will also be involved in the day-to-day documentary operation of the company. This would include technical preparation and signature of contracts and invoices, dealing with correspondence, response to written and telephonic inquiries, and similar. We would also open and operate the bank account of the company, obviously only at receipt of proper instructions from the client. Managed in this way, a Gibraltar tax-exempt company would be able to position itself as properly resident and controlled in Gibraltar. This would serve three purposes: [1] to project a logical image of a real, proper, “live” corporation; [2] to avoid any doubt as to the possible income tax liability of the company elsewhere; [3] to conceal any unnecessary visibility of the actual owner of the company.
Client directors. Appointment of directors provided by clients themselves is, of course, possible. However, usually this would defeat the purpose of having a tax-exempt company, especially if the directors are not resident in Gibraltar. In such case, a simple non-resident company should be considered.
Powers of attorney. Only special (limited) powers of attorney can be issued to third persons. Issue of universal or general powers of attorney would not usually be possible, as it would effectively transfer the management of the company away from its directors.
Accounts. For an exempt company, we would usually arrange accounts with a reputable bank. Such account would be operated by ourselves (on instructions from the client), or by two or more signatories, one of which would be the client. Operating of an account solely by the client is possible as a matter of exception. In such case we would need that one set of all bank statements is forwarded by the bank to us.
Flexible fees. An exempt company would normally pay a GBP 225 fixed tax per year, and a GBP 30 annual filing fee to the Gibraltar Registrar of Companies. In addition to that, there will be fixed responsibility fees for provision of the management positions - registered address, resident secretary, director, shareholder, signatory. In addition to that, on occasions, flexible fees may be charged on a time-spent basis for any out-of-standard managerial or administrative work carried out for the company.
Qualifying company. This is a sub-type of an exempt-company. The essential difference is that such company can pay a desired (low) rate of tax in lieu of the fixed tax – thus sometimes the formal requirements of foreign tax regimes can be accommodated. The general management principles of a qualifying company remain the same as described above for the exempt company.
The Gibraltar tax-exempt company is the right choice for clients requiring a proper European-based tax-planning tool. It is suitable for wide range of international trading, holding and professional operations.
Switch between company types. A non-resident company can (upon satisfying the formal requirements) at any moment of its life apply for the exemption status. Similarly, an exempt company may decide to cease payment of the fixed tax and (again, if the formal requirements are met) would quite automatically turn back into the ordinary non-resident company. So, a change between both main types of the company is possible.
Applications for exempt status for existing companies. Any existing non-resident company can apply for a tax-exemption status. We can process these applications for You, as of now.
Due Diligence. For all types of companies full due diligence (Kow Your Client) documentation will have to be supplied for all beneficial owners of the company. Goes without saying, all such information will be kept securely and confidentially on our internal file. We trust you are already aware of the standard due diligence requirements, as they have already been implemented for some time.
FEES STRUCTURE
Fees summary for Exempt company:
Includes preparation and filing by the initial Subscriber of all necessary paperwork to register the company, obtaining the original Certificate of Incorporation. The supplied documents will include Certificate of Incorporation, Minutes of the First Meeting (containing appointment of directors, secretaries, share allocations), Memorandum and Articles of Association, Share Certificates and Transfer Forms as may be applicable.
Compliance with minimum local domicile requirements: provision of the registered address and resident secretary in Gibraltar, inclusive of the preparation and filing of the Annual Return.
Total: GBP 975Options:
Nominee services:
Miscellaneous other fees
Annual maintenance fees after first year:
Compliance with minimum local presence requirements - provision of registered address and resident secretary.
By every next anniversary date there is an Annual Return which deals with all administrative matters - like to confirm what is address, secretary, director, etc. This Return we do, we don't need any input from you, our client.
Total: GBP 705 (plus fees for nominee service)
for more details
For your convenience, we have included a Cost Calculator in the order form:
We are pleased to provide a summary of the salient features of companies incorporated in Gibraltar.
The Gibraltar non resident company has been recognized as excellent alternative to the Irish non resident company which itself was very popular as offshore vehicle until 1999. (Many of the Irish non resident companies have since been re-domiciled to Gibraltar.) The Gibraltar company law is based almost entirely upon the Companies Act 1929 of England, which is amended and enhanced by Ordinances passed by the Gibraltar House of Assembly. The tax status for various types of Gibraltar companies is established primarily by the Gibraltar Companies (Taxation and Concessions) Ordinance of 1967. Gibraltar non-resident company is not taxable in Gibraltar. A company registered in Gibraltar will not be liable to Gibraltar taxation if it's owned and controlled by non residents of Gibraltar, does not trade in Gibraltar and does not remit income to Gibraltar. Hence, this is the basis for creation of a Gibraltar non resident company. There are no capital gains taxes, gift taxes, wealth taxes nor VAT in Gibraltar. Companies that do not exceed GBP 4.8 million annual turnover, GBP 2.4 mil balance sheet and 50 employees do not have to submit audited returns. Just what's called an "abridged balance sheet". Low maintenance costs. A Gibraltar non resident company only pays GBP 30 (Approx USD 50) annual filing fee to the Registrar of Companies, payable at filing of the Annual Return. If the company is not formally directed by the beneficial owners themselves, the directorship function can be outsourced worldwide to suitable corporate or private third-party directors. Audited returns will not be required for most companies, as they usually qualify as "small" companies under the relevant rules. The Gibraltar company will need to maintain a registered office in Gibraltar and to have a resident secretary - both these functions are provided by us at a competitive fee. As a result, Gibraltar non-resident company is probably the most cost efficient offshore vehicle in Europe today. It is also competes very well worldwide with the likes of BVI, Belize, Bahamas, Cayman Islands and other better-marketed offshore centres. Respectable jurisdiction. Unlike many, Gibraltar is not an exotic, far-away island. Gibraltar is part of the European continent. The regulatory and legal environment of Gibraltar has been recognized as benchmark towards which other offshore jurisdictions should being compared. Serving historically as an "offshore branch" of the City of London, Gibraltar has excellent infrastructure, communications and work culture. Other types of companies. The Gibraltar Companies (Taxation and Concessions) Ordinance of 1967 provides for two other specialized company types in Gibraltar - the exempt company and the qualifying company. However their future status is somewhat unclear due to a pending dispute over the state aid rules raised recently by the European Union. (This does not concern the non resident companies.) Applications. There are two general areas where offshore companies, and Gibraltar non resident companies in particular, are used: Asset protection & confidentiality - by vesting private assets in a properly structured offshore company, such assets can be protected from future claims such as bankruptcies, judgments, creditors and other litigants. Just as well, these assets can be protected from the eyes of competitors, adverse claimants and other undesirable third parties. Tax mitigation. A proper use of a no-tax offshore company can legally reduce or defer some of the tax which would otherwise be payable if the same business would be undertaken by a highly taxed company. The best applications include international trading and cross-border services, international portfolio investment, e-commerce. Gibraltar non resident company is well suited for both of these purposes. In particular, a Gibraltar company can be used for the following:
The general corporate characteristics of the Gibraltar non-resident company:
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[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]
Gibraltar is a peninsula at the southern tip of Spain with an area of approximately 7 sq km. It is adjacent to Africa yet within Europe, and has an historically strategic position at the junction of the Atlantic and the Mediterranean. The Rock of Gibraltar is limestone, is almost 425 m high, and has hundreds of metres of tunnels that were dug for various military campaigns. The name itself derives from the Moorish leader Tariq who used Gibraltar as a base in the eighth century. "Gibel Tariq" means the Mountain of Tariq.
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. It has its own elected House of Assembly, which legislates on domestic matters. The United Kingdom is responsible
for defence, foreign affairs, financial stability and internal security. Gibraltar is a member of the European Union by virtue of Article 227 paragraph 4 of the Treaty of Rome in its capacity as a territory for whose external relations a Member State (the United Kingdom) is responsible.
Gibraltar enjoys special status within the Community and is exempted from the Common Customs Tariff, the Common Agricultural Policy and Value Added Taxation.
Gibraltar is politically stable and the current Government, actively promotes Gibraltar as a first-class international financial centre.
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.
There are daily flights between Gibraltar and London and frequent scheduled air services to Manchester, Luton and Tangier. Although it is not at present possible to fly direct from Gibraltar to Spain and other destinations the airports at Seville, Jerez and Malaga can easily be reached by road and provide direct services to many international destinations.
The Port of Gibraltar enjoys free port status and hosts frequent calls from many of the world’s shipping lines, both passenger and freight.
LANGUAGE
The official and spoken language is English although because of Gibraltar’s close proximity to Spain, Spanish is spoken widely.
CURRENCY
UK Pound. Local notes and coins are produced but UK Currency is accepted, as is the Spanish Peseta, with most shops displaying dual currency price tags.
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).
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 which 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 Finance Centre Licensing Unit, a department of the Government of Gibraltar. 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.
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.
Please go to our Uses of offshore Companies Page where you will find interesting information on the benefits of using offshore companies and trusts for business and personal use, links to information on other locations and details of our products and services.
