Incorporating a Public Limited Company in Gibraltar

Public Limited Company Gibraltar

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

A Public Limited Company is a limited liability company that offers its shares for sale to the public, either directly in the financial markets (unlisted) or through a stock exchange (listed).

The most important difference between a public company and a private company is that a public company is intended as a vehicle not only for a business but also for public investment in that business, while a private company is the private concern of the persons engaged in the business.

The term ‘public’ does not refer to the listing of the company’s shares on a stock exchange but to the fact that the shares in issue are freely transferable.

The main provisions applicable to a Public Limited Company in Gibraltar are:

The name must end with the words ‘Public Limited Company’ or the abbreviation ‘plc’.
The memorandum of association must state the fact that it is a public company.
The company must have an issued nominal share capital of at least £20,500, of which 25% of the nominal amount and the whole of any premium must be paid up on each share.
A public company must have at least two directors (a private company may have one director).
The company secretary must have specific knowledge and experience to discharge the functions of secretary of a public company.
If a public company decides to offer shares to the public, it must prepare and file a prospectus. If it is not going to offer shares to the public, it must issue a Statement in Lieu of Prospectus.
The company must obtain a Certificate to Commence Business from the Registrar at Companies House Gibraltar before it can commence business.

Under the Companies Act, which outlines the legal requirements for establishing and maintaining both public and private companies, every public company must hold a statutory meeting after not less than one month and not more than three months from the date it is entitled to commence business.

A public company must hold an Annual General Meeting within 18 months of its incorporation, and no more than 15 months should elapse between one meeting and the next. Unlike a private company, a public company may not dispense with the holding of annual general meetings by special resolution.

A public company’s accounts must be accompanied by an auditor’s report. There is no exemption available to public companies under the exemptions granted to small and medium sized companies because a public company cannot be classified as a small or medium sized company.

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.