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Gibraltar Non-Resident Companies

 

Gibraltar boasts of excellent communications, English University trained professionals and its culture which provides the infrastructure in support of its legislation to incorporate a non-resident company.

The Gibraltar Companies Ordinance, which is based on the Companies Act 1929 of the United Kingdom which has been amended and enhanced. The tax status for various types of Gibraltar companies is established primarily by the Gibraltar Companies (taxation and concessions) Ordinance of 1967.

There are various types of companies allowed under Gibraltar Law, including Gibraltar tax exempt companies, Gibraltar Non-Resident Companies, Gibraltar Hybrid Companies and the Gibraltar Qualifying company. We recommend the Non-Resident Company as the most practical type to meet your needs for your offshore international business activities.

For purposes of this document, the term "Gibraltar Non-Resident Company" shall have the same meaning as "Gibraltar IBC", "Gibraltar Offshore Company", "Gibraltar Offshore Corporation", "Gibraltar Corporation" or "Gibraltar Non-Resident Corporation".

Incorporation

Gibraltar offshore incorporation can be completed within two weeks after the necessary forms have been filled and the funds received. The time taken for the delivery of the documents varies depending on their final destination. An international and reliable courier service is always used.

The procedure for the registration of Gibraltar IBCs includes the approval of your company name before we file the Memorandum and Articles of Association at the Companies Registry.

We can provide Nominee Services for shareholders and director so you do not have to have your name attached to the incorporation documents, nor do you have to visit Gibraltar for your company formation.

We also have shelf companies (companies which have already been incorporated but not used) available for immediate use if required.

You must maintain a registered office in Gibraltar and you must have a resident agent. These Gibraltar offshore services are also provided by us, along with Apostilles for the international legalization of your company documents.

Company Structure

Any currency may be used for the capitalization of a Gibraltar offshore company, however the US Dollar or Gibraltar Pound which is of equal value with the British Pound, is usually used. There is further flexibility in the structure of the company.

  • There is no minimum Authorized Share Capital, though the standard is 2,000 British Pounds.
  • There is no limit or maximum capitalization. The capital duty is 0.5% of Authorized capital.
  • Non-resident corporations do not require more than one director
  • A director may be a natural person or a corporate entity.
  • The minimum number of shareholders is one.
  • A resident secretary is required and will be provided by us.
  • There is a Public Register of Shareholders but Nominee Shareholders are usually used.
  • We provide Nominee Services.
  • Bearer Shares are permitted.

Privacy

There is no requirement to disclose the identity of the Beneficial Owner of a Gibraltar Non-Resident Company and secrecy is guaranteed by legislation. Confidentiality in Gibraltar is taken extremely seriously. Only by order of the Supreme Court on the suspicion that the company is involved in serious criminal activity, may the name of the Beneficial Owners be disclosed.

The reporting requirements are minimal and do not betray the privacy of the company, especially when Nominee Services are used.

Shares

A Public Register of Shareholders is a requirement and nominees are used routinely.

Shareholders, Directors & Officers

  • The minimum requirement for a Gibraltar offshore company is one shareholder and one director who may be the same person.
  • Nominee Shareholders and directors are allowed and we can provide this service.
  • Shareholders and directors may be of any nationality and residents in any country.
  • Shareholders and directors may be either a natural person or a corporate entity.
  • A company secretary is required for a Gibraltar non-resident corporation. We provide this service.

Meetings of Shareholders and Directors

  • An Annual General Meeting of shareholders must be held once a year. This meeting may be held anywhere in the world.
  • Director's meetings are not required.

Taxes and Fees

  • Non-resident companies are free of tax on income not derived from Gibraltar or not remitted to Gibraltar.
  • Money held in a bank in Gibraltar by a non-resident company is taxable; it is advisable to have your bank account outside of Gibraltar.
  • A fee of one half of one percent (0.5%) of Authorized Capital is payable at incorporation.
  • An Annual Filing Fee of GBP 30.00 is payable to the Registrar of Companies.
  • Non-resident companies pay an Annual Tax of GBP 200.00.

There are no Information Exchange Treaties between Gibraltar and other countries.

Corporate Books and Records

  • 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.

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.

You do not need to visit Gibraltar to set-up your offshore corporations. With your instructions, we will do all that is necessary for you.

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