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Gibraltar Company Registration

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Key Information on Gibraltar Company Registration

Gibraltar company registration is a popular choice for many business owners due to its favorable tax regime and strategic location at the gateway to the Mediterranean Sea. The process of company registration in Gibraltar is relatively straightforward and shares similarities with the UK system, as it is based on the Gibraltar Companies Act, which is in turn modeled on the UK Companies Act.

In Gibraltar, the most common type of company registered is a private company limited by shares, which provides limited liability to its shareholders. To register a company, you will need to choose a unique company name, ensuring it's not similar to any existing company names.

The process involves appointing at least one director and one shareholder, who can be of any nationality and are not required to be residents of Gibraltar. Corporate directors are also permitted. There's no minimum share capital requirement for private companies, though a standard authorized share capital is often set at £2,000.

One of the attractive features of registering a company in Gibraltar is its tax benefits. The territory does not levy capital gains tax, wealth tax, sales tax, or VAT. However, corporate tax is applicable, generally at a rate of 12.5%, which is comparatively low.

Gibraltar Company Registration Services

We offer a comprehensive range of services to support businesses in registering a company in Gibraltar. Our services include:

1. Gibraltar Company Incorporation Itself

We assist with the entire process of company formation in Gibraltar, including preparing necessary documents, submitting registration forms, and liaising with the Gibraltar Companies House.

2. Legal Advice on Corporate Structure

Beyond just Gibraltar company formation services, we provide advice on the most appropriate corporate structure for your business, taking into account tax efficiency, compliance, and business objectives.

3. Tax Consulting and Planning

Our services include guidance on Gibraltar's tax system, offering advice on tax optimization, adherence to local tax laws, and international tax planning strategies.

4. Corporate Bank Account Opening

We facilitate the process of opening corporate bank accounts, including liaising with banks and preparing the required documentation.

5. Compliance and Regulatory Advice

Our team can help ensure that your company adheres to Gibraltar's corporate laws and regulations, including ongoing compliance requirements.

6. Licensing and Permits

We assist in acquiring any necessary licenses and permits for your company’s operations in Gibraltar, especially in regulated sectors such as financial services or iGaming.

Types of Gibraltar Companies

Under the Companies Act 2014, there are several types of a company that can be incorporated in Gibraltar

1. Private companies limited by shares

A private company, either limited by shares or guarantee, is characterized by restrictions on share transfer and a prohibition on public share or debenture subscriptions. A private company limited by shares requires only one subscriber to be properly constituted. This type of company is most common and popular and the content of this article is mainly dedicated to this type of company.

2. Public companies

Public companies, on the other hand, are those limited by shares or guarantee with a share capital, recognized as such in their incorporation certificate and compliant with specific provisions of the company’s legislation. These provisions include the requirement for a public company's name to end with "Public Limited Company" or "plc," a minimum allotted share capital of £20,500, the issuance of a prospectus, and obtaining a certificate from the Registrar of Companies before commencing business.

3. Companies limited by guarantee

A company limited by guarantee is one where its members act as guarantors instead of shareholders. The members' financial obligation is confined to a predetermined amount they commit to contribute towards the company's assets in the event of its liquidation. This type of company can be set up with or without share capital and can function as either a private or a public entity.

4. Protected cell companies

Protected cell companies or PCCs, established under the Protected Cell Companies Act 2001, consist of a core company with unlimited potential internal subdivisions, known as 'Cells.' Each Cell's assets and liabilities are legally segregated, protecting them from risks associated with other Cells. This structure is particularly prevalent in the captive insurance and investment funds industries, with applications extending to special purpose vehicles for securitization transactions.

5. Unlimited companies

An unlimited company, which can have a share capital or not, holds every shareholder responsible for all the company's obligations if it is liquidated. This means each shareholder is liable in a manner similar to a partner in a general partnership under the Partnership Act. Unlimited companies are particularly useful in scenarios where incorporation is essential or preferred, especially in sectors where limited liability is not favored or where the risk of insolvency is low.

Benefits of Choosing Gibraltar for Your Company Formation

There are significant benefits of company formation Gibraltar. Please see a short overview on the below.

1. Tax Advantages

Companies in Gibraltar enjoy a tax-exempt status on income earned outside of Gibraltar subject to several conditions. However, even if tax-exempt status is not available, the corporate tax rate is as low as 12.5%. Additionally, there's no Capital Gains Tax, Inheritance Tax, Wealth Tax, Capital Transfer Tax, VAT, or tax on savings and investment income.

2. Efficient Registration Process

Gibraltar offers a quick and streamlined process for company incorporation.

3. Supportive Business Climate

The Gibraltar government actively promotes and supports new business ventures, creating a conducive environment for business growth.

4. Skilled Workforce

The workforce in Gibraltar is well-educated and proficient, known for their strong work ethic.

5. Familiar Legal Framework

Gibraltar's legal system is based on English common law, providing a recognizable and reliable legal structure for businesses.

6. Cost-Efficient Operations

Operating costs in Gibraltar are comparatively lower than in many other European countries.

7. Advanced Infrastructure

Gibraltar boasts a sophisticated infrastructure with top-notch support services for businesses.

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Gibraltar Company Formation Requirements

Below we list the general key requirements for company formation in Gibraltar:

  • Company Name. The proposed company name must be unique and not similar to any existing company in Gibraltar.
  • Registered Office. A physical address in Gibraltar might be needed to serve as the registered office of the company and will likely be necessary for the business license.
  • Director(s). At least one director is needed for company formation. There's no requirement for the director to be a resident of Gibraltar.
  • Shareholder(s). A minimum of one shareholder is required. Shareholders can be individuals or corporate entities, and there are no residency requirements.
  • Company Secretary. The appointment of a company secretary is mandatory. The secretary can be an individual or a corporate body.
  • Share Capital. There is no minimum share capital requirement for private companies, but the standard authorized share capital is often £2,000.
  • Memorandum and Articles of Association. These documents outline the company's structure and regulations and must be submitted during the incorporation process.
  • Business license. According to the Fair Trading Act 2015, individuals or entities planning to engage in trading (both wholesale and retail), importing goods in commercial quantities, or offering services in Gibraltar must secure a business license, except in cases where the business is regulated by other specific legislation. This requirement applies to all forms of business operations, including sole traders, partnerships, and companies.
  • Statutory Filing. Regular filing of annual returns and financial statements is required.
  • Tax Registration. Registration for tax purposes is a necessary step after the company is formed.

Taxation and Accounting Insights in Gibraltar

Accounting and financial statements consideration

Every company must maintain accurate accounting records detailing all money received and spent, all transactions involving sales and purchases, and the company's assets and liabilities. These records should be kept at the registered office or another location as determined by the directors, and be accessible to them at all times. The accounts should clearly reflect the company's financial activities and position, including daily cash transactions and significant contracts, invoices, or documents related to the business. If the company deals in goods, it should also maintain detailed records of annual stock counts and, for transactions beyond ordinary retail sales, records of all goods bought and sold to identify the goods, buyers, and sellers.

Gibraltar-based companies with assessable income below £1.5m are required to submit unaudited financial statements, an independent accountant’s report, a tax computation, and a tax return. Companies with assessable income of £1.5m or more must provide audited accounts alongside their tax computation and tax returns. For companies without assessable income in Gibraltar, the filing requirements under the Companies Act 2014 will apply, based on the company's size. Micro and small companies need to file an abridged balance sheet and their tax return.

Taxation

In Gibraltar, company taxation is based on a territorial system, where only income generated or originating from Gibraltar is taxed. The determination of "accrued in or derived from" hinges on where the income-generating activities occur.

If a company's income stems from activities that need licensing and regulation under Gibraltar's laws, such as a business license or one issued by the Gibraltar Financial Services Commission, or if the company is licensed in another country but has passporting rights into Gibraltar, the income is considered to be accrued in and derived from Gibraltar.

Furthermore, any interest from intercompany loans exceeding GBP 100,000 per year, as well as royalty income, will be deemed to be generated in Gibraltar if received by a company registered there.

Capital gains are not taxed in Gibraltar as well as there are no withholding taxes on dividends, interests, and royalties. VAT is also absent in Gibraltar.

Gibraltar Company Formation Process

The process company registration Gibraltar is streamlined and business-friendly, involving several key steps:

1. Choosing a Company Name

The first step is selecting a unique name for your company. This name should not be similar to any existing company registered in Gibraltar. It's advisable to check the availability of the desired name to avoid any conflicts or legal issues.

2. Determining the Company Type

To incorporate company Gibraltar, you have to decide on the type of company structure that suits your business needs. The most common types in Gibraltar are private companies limited by shares and companies limited by guarantee.

3. Appointing Directors and Shareholders

At least one director and one shareholder are required for the company formation. There are no residency requirements for directors and shareholders, and they can be individuals or corporate entities.

4. Preparing Documents

Essential documents need to be prepared for the registration process. This includes the Memorandum and Articles of Association, which outline the company's constitution, its objectives, and the internal rules and procedures.

5. Establishing a Registered Office

Every company in Gibraltar must have a registered office within the jurisdiction. This address will be used for official communications and legal notices.

6. Submitting the Registration Application

Once all the documents are prepared and requirements met, the application for company registration is submitted to the Gibraltar Companies House. This includes the filing of the Memorandum and Articles of Association and details of the directors, shareholders, and company secretary.

7. Paying Registration Fees

A registration fee is payable to the Gibraltar Companies House as part of the application process.

8. Ongoing Requirements

After incorporation, the company must fulfill ongoing requirements like filing annual returns, maintaining accurate financial records, and, if applicable, preparing audited accounts.

Additional Business Services in Gibraltar

Beyond Gibraltar offshore company formation, we offer assistance with legal advice on corporate and tax structuring, compliance and regulatory issues, and can aid in opening a bank or other account for the Gibraltar company, as well as obtaining a gaming license.

InteliumLaw's Advantage in Company Registration in Gibraltar

To properly handle company formation in Gibraltar, you need to to find trusted Gibraltar company formation agents. Our firm specializes in Gibraltar law, offering a deep understanding that ensures compliance and efficient handling of company registration processes. We provide a streamlined and simplified approach to company registration, a feature particularly advantageous for foreign investors unfamiliar with local procedures. Additionally, we deliver customized legal and tax consultation, helping companies to optimize their operations in accordance with Gibraltar's laws and tax structures. Our established networks and connections within Gibraltar's business and legal communities serve as a significant advantage, facilitating smoother business operations for our clients.

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FAQ

How much does it cost to incorporate a company in Gibraltar?

Gibraltar company formation cost varies and depends on several factors such as the nature of the business, the complexity of the company structure, legal and professional fees, and any specific licensing requirements. Contact us to receive tailored pricing for your case.

How does the company legislation work in Gibraltar?

In Gibraltar, company legislation is primarily governed by the Gibraltar Companies Act, which is modeled on the UK Companies Act. Gibraltar's legal system, being based on English common law, offers a familiar and stable business environment, particularly for companies with international dealings.

What are the key advantages of choosing Gibraltar for company formation?

Choosing Gibraltar for company formation offers key advantages like favorable tax regime, strategic location at the gateway to the Mediterranean, and a legal system based on English common law.

What are the annual requirements and obligations for Gibraltar companies?

Gibraltar companies must fulfill annual requirements like filing financial statements and annual returns, maintaining proper accounting records, and ensuring compliance with local corporate and tax laws.

Are there additional services available beyond company registration?

In addition to facilitating company formation, our services extend to providing legal counsel on corporate and tax structuring, assisting with compliance and regulatory matters, helping open bank or other financial accounts for your Gibraltar company, and aiding in the acquisition of a gaming license

What makes Gibraltar a favorable location for businesses in terms of taxation?

Gibraltar's favorable taxation for businesses includes a low corporate tax rate, no VAT, capital gains, or inheritance taxes, and a territorial tax system where only locally sourced income is taxed.

How long does it take to register a company in Gibraltar with InteliumLaw?

The time frame for registering a company in Gibraltar with InteliumLaw can vary, as it largely depends on the nature of the business, the complexity of the company's structure, and the efficiency of document preparation and submission on the client’s side. Other factors that can influence the duration include the specific requirements for regulatory compliance and any additional approvals needed for specialized business activities. Therefore, while some registration’sstages might be completed relatively quickly, others may take longer due to these varying factors.

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