Company Registration in Gibraltar

Overview of Company Registration in Gibraltar

Rocky Gibraltar peninsula is located in the southern part of the Iberian Peninsula, which is connected with Gibraltar by the isthmus of 1.5 m. Being located in Europe, the territory of Gibraltar is geographically very close to Africa. Such location is strategic due to the Atlantic Ocean and the Mediterranean Sea encountering near the peninsula.

Despite the prevalent use of Spanish, the official language is English because Gibraltar has long been a colony of Great Britain. Therefore, along with the Gibraltar pound, there is the currency of the United Kingdom, as well as pesetas (Spanish currency).

Nowadays, Gibraltar is popular not only among tourists but also as the jurisdiction in which it is possible to conduct successful international business. More and more businessmen and investors tend to register companies in Gibraltar.

Benefits of Company Registration in Gibraltar

Company Registration in Gibraltar has the following benefits

Zero Tax

Gibraltar companies aren’t liable to pay tax in Gibraltar for the income earned outside Gibraltar, along with no VAT, Inheritance Tax, Wealth Tax, Capital Gains Tax, Capital Transfer Tax, or Tax on savings and investment income, in Gibraltar.

Permission for Nominees

Although the names of Shareholders and Directors are displayed in the public record Nominee Directors, and Nominee Directors are permissible in Gibraltar.

Legal certainty

Gibraltar, a former English colony, have a common law legal system (based on British common law)

Permission for Corporate Officers

A company can be involved in acting as Director or Shareholder of a Gibraltar company, and there is no requirement for the Director/s or Shareholder/s to be a Gibraltar resident.

Political stability

Gibraltar is a British-dependent Territory and boasts a British-style constitution and system of Parliament.

Easy Incorporation

There is a requirement of only 1 Director and 1 Shareholder. No minimum capital is required. The Shareholder and Director can be of any nationality, which makes the incorporation easier.

Low maintenance

Small Companies are exempted from filing and auditing accounts. A Gibraltar company isn’t required to maintain records locally – if the company chooses to keep records, they can be kept anywhere without any restriction on the geographical location.

Different Types of Business Structures in Gibraltar

There are various types of companies that can be opted for by the entrepreneur for company registration in Gibraltar, such as –

Partnership

This type of business structure involves two or more parties who share the operation of the business, along with the seed capital, running costs and risks of the business.

LLP

This is similar to a partnership except for the fact that the liability of the partner is limited to the share contributed by them in the partnership.

Company

Companies are fully distinct legal entities that enjoy the benefits of limited liability. There are two main types, Public Limited Companies (PLC), whereby shares are available to the public, and Private Companies (Ltd), which are limited by shares or guarantees. There isn’t any restriction on the maximum number of shareholders of Gibraltar-registered private or public companies.

The director of Gibraltar Company need not be a resident of Gibraltar, though residence substantiates management and control of the Gibraltar Company, based upon which tax residency is determined in Gibraltar and many other jurisdictions.

Protected Cell Company (PCC)

PCCs permit specific assets and liabilities to be cordoned off into specific cells, which operate as part of the same core company but are also distinct and separate from each other cell.

This type of company structure is particularly beneficial for finance and insurance companies, which may utilise different cells for different investment schemes or different insurance policies with varying degrees of risk.

Trust

A trust can be set up for the objective of asset protection, transfer of assets, ownership of property or estate planning. No tax is payable on a Gibraltar trust if the trust doesn't earn the income locally and/or the Beneficiary isn't a Gibraltar resident. Trustees, however, can be residents of Gibraltar.

Asset Protection Trusts are particularly popular due to them offering various key benefits, including shielding a settler’s strategic assets against future claims by creditors. These types of trusts require more disclosure, including registration with the GFSC and the Registrar of Dispositions.

Foundation

The primary characteristic of a Foundation is that it exists and operates as a separate legal personality, with the ability to hold and manage property in its own name. A foundation is established by a Founder, who then provides a permanently binding transfer of an asset, or assets, to the foundation.

Eligibility Criteria for Company Registration in Gibraltar

The below-mentioned eligibility criteria must be met for company registration in Gibraltar

• The company's office shall be registered in the territory of the jurisdiction
• The company must have a secretary
• The company's entrepreneurship in Gibraltar is prohibited.
• The name of the registered company shall include the word Limited.
• There is no peremptory requirement for payment of authorized capital. As an option, it is proposed to divide the charter capital in the amount of 2000 GBP into 2,000 shares, a nominal value of each 1 GBP.
• A minimum number of directors and shareholders is 1, either a natural person or a legal entity.
• The person with the citizenship of Gibraltar or a residence permit on the peninsula can’t be the director of the company.
• Information regarding shareholders and banking transactions is confidential and can be disclosed only as per the court's decision.
• There is no geographical restriction with respect to the place of the meeting of shareholders (directors) and the storage of Documents.

Documents Required for Company Registration in Gibraltar

The Documents required for company registration in Gibraltar are enlisted below

• Certificate of Incorporation
• Memorandum of Association
• Apostille of the bound set of copies of constitutive Documents
• Minutes of the First Meeting
• Declaration of Compliance with Companies Act
• Stock Transfer Form
• Minutes of a Meeting of the BOD
• Special Resolution
• Consent of Members
• Share Certificates
• corporation Resolution on Appointment of Alternate Secretary

Nominee Director and Shareholder

• A resolution affecting the issuing of the Power of Attorney
• Apostilled Power of Attorney
• Consent Letter
• Director Resignation Letter
• Nominee Director’s Declaration
• A resolution affecting the change Director
• Deed of Trust

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Procedure for Company Registration in Gibraltar

The detailed procedure for company registration in Gibraltar is discussed below

Choose the type of company

The first step is to choose the type of business structure that is best suited to the entrepreneur for conducting business in Gibraltar.

Reserve a name for the company

After the type of business structure is chosen, the entrepreneur must find a unique name for the company as per the prescribed norms and get it reserved by the competent authority.

Prepare the MOA and AOA

The next step is to prepare the MOA and AOA of the company, disclosing the requisite details.

File the application and submit the Documents

Subsequent to the preparation of the MOA and AOA, the entrepreneur must file the application for registration and submit the Documents along with the same to the competent authority.

Deposit the share capital

Along with the application and relevant Documents, the entrepreneur must also deposit the share capital.

Incorporation

After making the relevant submissions, the same shall be securitized to check adequacy, followed by the grant of incorporation certificate.

Open a Corporate Bank Account

The entrepreneur is required to open a corporate bank account for carrying out business operations.

Obtain Relevant Business Licences

After opening the corporate bank account, the entrepreneur must obtain various business licences depending upon the type of business activities.