Gibraltar company formation

The Gibraltar Companies Registry is now fully automated and company formation in Gibraltar is a highly efficient process. A Gibraltar company will generally be incorporated within two to five days, but same day incorporation can be secured for an additional fee. Approval of a company’s name is required prior to incorporation.

A Gibraltar company is required to maintain a minimum presence in its place of incorporation – a registered office and a resident company secretary and/or a resident agent. We typically provide these services for all our clients and describe them as ‘domiciliary services’.

Companies in Gibraltar are subject to Gibraltar corporation tax on their profits. The standard rate of corporation tax is 15%. The territorial basis of taxation applies, which means that only profits that are accrued in or derived from Gibraltar are subject to tax.

In practice, this generally means that if the profit-making activity of a company is wholly outside of Gibraltar, it has no liability to tax in Gibraltar. However, profits will be ‘deemed’ to accrue in and derive from Gibraltar in certain cases, as follows:

• Profits of a company that is licensed and regulated in Gibraltar (except for activities carried on outside Gibraltar by a branch or permanent establishment).
• Where a Gibraltar company receives royalties.
• Where a Gibraltar company receives inter-company loan interest (subject to a threshold).

Gibraltar does not levy withholding taxes on dividends, interest or royalties.

All Gibraltar companies are required to file tax returns, which should be accompanied by annual accounts.

Gibraltar has no capital gains tax, no wealth tax, no inheritance tax, no gift tax and no VAT. It also offers tax exemptions for various types of income (notably, inter-company dividends, dividends from quoted shares, dividends paid to non-residents and bank interest) and has attractive regimes for high-net-worth individuals and relocating executives.

Public Limited Company

If you want to grow your business, you need capital to invest in expansion. Funding expansion through profits or borrowing can be limiting, but as a Public Limited Company you can offer shares for sale and gain access to additional capital to accelerate growth.

Whether you represent a company looking for a tax efficient investment location or an international business seeking a strategic UK presence, Gibraltar offers a range of features and benefits for establishing a corporate entity.

Private Limited Company

A Private Limited Company in Gibraltar is a popular choice for entrepreneurs and investors looking for a tax efficient investment location or for international businesses seeking strategic access to the UK market. Sovereign Group offers a first-class suite of corporate registration and administration services.

Whether you represent a company looking for a tax efficient investment location or an international business seeking a strategic UK presence, Gibraltar offers a range of features and benefits for establishing a corporate entity.

Company Limited by Guarantee

A Company Limited by Guarantee does not generally have a share capital or shareholders, but instead has members who act as guarantors. The members give an undertaking to contribute a nominal amount (typically very small) in the event of the company being wound up. A company limited by guarantee is a distinct legal entity from its owners, and is responsible for its own debts.

Protected Cell Company

A Protected Cell Company (PCC) is a limited liability company that is able to form cells that are segregated from each other and from the company, such that the assets and liabilities attributable to each cell are ‘ring-fenced’. A PCC is a single body corporate, consisting of a core company, and an ‘umbrella’ structure consisting of any number of subdivisions (cells).

Foreign Company

A foreign company, termed in Gibraltar’s legislation as an ‘overseas company’, can be registered under Part XII of the Companies Act as having a presence in Gibraltar either by registering a branch or by registering a place of business.

A branch is a more substantial presence than a place of business and provides the opportunity to engage in trading activity with customers or provide post-sales support. A branch is a part of your company and therefore does not have a separate legal existence in Gibraltar, but it is subject to tax in Gibraltar.

Hybrid Company

The term ‘hybrid company’ is used to describe a company that is limited both by shares and by guarantee and therefore has two classes of member – shareholders and guarantee members.

The directors elect a guarantee member into membership of the company on condition that the member undertakes to contribute to the debts of the company up to a specified maximum amount, typically USD100 or less.