Setting up a Private Limited Company in Gibraltar

Private Limited Company

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.

A self-governing British Overseas Territory located at the southern tip of the Iberian Peninsula, Gibraltar offers an environment that is dedicated to ‘ease of doing business’, featuring a favourable tax environment, a common law legal system, competitive operating costs, a highly trained workforce, and a well-developed infrastructure with world-class support services.

Corporate residence

While your business can be based in Gibraltar, you can manage and operate it from anywhere in the world. There are no specific residency requirements for directors or shareholders of a Gibraltar company.

Companies can be registered in Gibraltar by both residents and non-residents, but to be considered resident for tax purposes in Gibraltar, the ‘management and control’ of its business must be exercised from Gibraltar.

Company incorporation

Under the Companies Act, a Private Limited Company is a separate legal entity with its own limited liability. It may be limited by guarantee or by issued share capital (or both). There is no minimum capital requirement for a Gibraltar private company.

A private limited company is more substantial than a place of business or a branch and offers greater assurance for customers, while also offering greater flexibility of ownership. The minimum number of shareholders is one, and the minimum number of directors is one.

A Private Limited Company may issue shares to a restricted group of people, which can protect a business from outside influence, but shares can be sold to raise finance. Some advantages of a private limited company

Any new shareholders need to be invited. It is not permitted to offer shares in a Private Limited Company to the general public and its shares may not be quoted or traded on any stock exchanges.

A Private Limited Company in Gibraltar must comply with accounting, audit and regulatory requirements. The main compliance obligations for a private limited company are:

Filing an annual return with the Registrar of Companies, containing information such as share capital and officers.
Filing statutory accounts for the company for each financial year/period and circulating those accounts to its members.
Notifying the Registrar of Companies of any changes in directors, share capital or registered office address.
Maintaining statutory registers for the company.

A company may open and operate bank accounts in or outside Gibraltar.

Corporate tax

Gibraltar companies pay a low standard rate of corporation tax – 15% of profits – but are taxed on a territorial basis, such that only income that is “accrued in and derived in Gibraltar” is taxed in Gibraltar.

Therefore, a company that is resident in Gibraltar, but derives all profits from outside the jurisdiction, will not be liable to pay tax on this income. Gibraltar does not levy VAT, inheritance or estate tax, capital gains tax, wealth tax or gift tax, or capital transfer taxes.

Sovereign Corporate Services

You will need to appoint a local registered agent or corporate service provider to handle the incorporation and ongoing compliance requirements. Sovereign offers a comprehensive range of services designed to support businesses at every stage of their journey.

In addition to our company incorporation and domiciliary services, we can offer in-house bookkeeping, accounting and HR services to clients. Sovereign Tax Services, our Gibraltar-based tax advisory and tax compliance firm, also specialises in Gibraltar taxation and provides tax support to individuals and companies, both resident and non-resident.