Country’s geography & information in brief: Gibraltar is a town & port on the Rock of Gibraltar, which is situated on a peninsula at the southern tip of Spain, just opposite the north coast of Africa. Thus, due to its geographical position Gibraltar generally dominates the entrance to the Mediterranean.National currency – The currency is the Gibraltar Sterling, which is monetary united with the UK pound.
Entity type: Non-resident Company
Directors: The minimum number of directors is one, who may be corporate or individual. The full name, nationality, residential address and occupation together with copy of the passport are required. Details of the directors appear on the public file.
Shareholders: The number of shareholders in a private Limited Liability Company may be from 1 to 50. In the case where there is a sole shareholder, who may be corporate or individual, the Memorandum and Articles of Association should include a special provision stating that there is only one shareholder in the company. Bearer shares cannot be issued..
Secretary: Every company, registered in Gibraltar is required to have a registered office and address in Gibraltar, which should be notified at the Registrar’s Office. It is also practical that a Gibraltar resident company secretary is appointed..
Authorized capital: Gibraltar limited liability company may be registered with authorized share capital of 2,000 pounds, which is the maximum share capital that attracts the minimum capital duty.
Names’ restrictions: A non-resident company cannot use a name without special permission, which is identical or similar to an existing company; any name which is undesirable or offensive in the opinion of the Registrar, any name which suggests royal or government patronage, or which may imply an activity associated with the banking or finance industry e.g. “Association”, “Bank”, “Imperial”, “Assurance”, “Group”, “International”, “Royal” or “Trust”.
The following words require special permission from the Gibraltar authorities to appear in a company name and such permission is close to impossible to obtain. We will not proceed with company names which have these sensitive words.
British, National, Gibraltar or Great Britain, Authority, board or council, Association, Federation or Society, Patent or Patentee, Chamber of Commerce, and/or Trade and/or Industry, Co-operative, Group Holding(s), Post office, Giro or Stock Exchange, Register or registered, Friendly Society or Industrial Provident Society, Trade Union, Charter or Chartered, Benevolent, Foundation or Fund, Chemist or Chemistry or Pharmaceutical, Police, Customs, Immigration, Foundation, School or University or College; Club, Authority, Council, Federation, Institute, Trust, and Investment Trust, Unit Trust, Bank, Directors, Financial, Savings, Commodities, Brokers, Credit, Nominee, Dire.
Audit & financial reports: Annual Accounts are to be filed using the following regulation.
Small companies are only required to file an abridged balance sheet. There is no need in this case to produce a profit and loss account or Auditors Report.
A small company must satisfy at least two (2) of the following conditions:
- Net turnover must not exceed GBP 4.8 million.
- Balance sheet total must not exceed GBP 2.4 million.
- The average number of employees must not exceed 50 persons in a year
A medium sized company is required to file a Profit & Loss, Balance Sheet and an Auditors report but the information in the Profit & Loss account may be abridged (Limited detail).
A medium sized company must satisfy two of the following conditions:
- Net turnover must not exceed GBP 19.2 million
- Balance Sheet total must not exceed GBP 9.6 million
- The average number of employees must not exceed 250 persons in the year.
A large company must file Profit & Loss Statements, Balance Sheet and an Auditor’s Report. Accounts are not available to the public.
- Government Register of Directors is held and maintained.
- A Government Register of Shareholders is maintained. Nominee Services ensure confidentiality of Beneficial Owner.
- Non-resident companies must have a registered office in Gibraltar where the statutory book of the company must be kept.
Taxation: Non-resident companies are free of tax on income not derived from Gibraltar or not remitted to Gibraltar.
In order to qualify for non-resident status, company must be managed and controlled from outside Gibraltar. It is not subject to any local taxes except for corporate tax on profits remitted to Gibraltar. Non – resident controlled companies are permitted to trade within Gibraltar and with Gibraltarian companies, but in this case will be subject to Gibraltar corporate tax at 35%.
The requirements for non-resident status include:
a.) The company must be completely owned by non-residents. Residents and Gibraltarians may not hold any shares or interests in the company.
b.) Directors can be of any nationality and must not reside in Gibraltar.
c.) All board meetings must take place outside Gibraltar.