The Gibraltar Companies Ordinance is based on the Companies Act 1929 of the United Kingdom. Amendments have been made from time to time in keeping with the development of Gibraltar as a Finance Centre.
Types of Companies
There are four possible types of company; a company limited by shares, a company limited by guarantee having a share capital, a company limited by guarantee without a share capital and an unlimited company. Only companies having a share capital can be exempt companies. There are also qualifying companies.
"Off the shelf" companies are readily available. Otherwise it takes approximately ten days to incorporate a company.
There is 0.5% stamp duty on authorised share capital with a minimum payment of £10.
Gibraltar law requires at least 2 shareholders. A nominee company can hold one share on trust for the other shareholder. The maximum number of shareholders in a private company is 50 and there are no restrictions relating to the nationality of shareholders.
A Gibraltar company can have a sole director. There is no concept of nominee directors.
Every company must have a registered office in Gibraltar at which the statutory books of the company must be kept.
Filing of Accounts
There is currently no requirement under Gibraltar law to file accounts for private companies at the Companies Registry. Tax resident companies will however have to prepare accounts for submission to the Tax authorities. These accounts are not available to the public.
Each company is required to submit an annual return to the Registrar of Companies which contains details of the shareholders, directors and the capital of the company. The information available at the Registry, is open to public inspection.
Annual General Meeting
The company must hold an annual general meeting of the shareholders and file an annual return containing details of the directors, shareholders and certain other details including capital structure.
The standard rate of tax for resident companies is 35%. There are however beneficial tax rates for Qualifying companies (between 2% and 35%) and Exempt companies (Fixed amount - £225). A tax exempt company is not liable to income tax or estate duty.There are no capital gains taxes, gift taxes or wealth taxes in Gibraltar. No V.A.T. is payable in Gibraltar.
Management and Control
A Gibraltar tax exempt company can be fully managed and controlled from Gibraltar with a board of directors resident in Gibraltar without effecting its tax exempt status.
Double Taxation Treaties
Gibraltar has no double taxation treaties nor exchange controls.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.