We always have a stock of ready made companies which can be supplied immediately, and a list of names is available on request. The name of a shelf company can be changed if required.
If, however, you would like a new company, incorporation can take up to a week. This time can be reduced by Payment of an extra f50 fee whereby incorporation can be completed on the same day that the company's documents are lodged with Companies House. Documentation must be presented to Companies House before 12.00 noon.
CHOICE OF COMPANY NAME
The first stage in incorporation is to decide on a name for the company. The choice of name must conform with certain criteria as the Registrar will refuse to incorporate a company if the name:
- is the same as or nearly resembles that of a company already registered in Gibraltar
- is the same as or nearly resembles that of a company which the Registrar knows to exist in any other jurisdiction.
- is misleading, offensive or likely to cause harm to the public.
Some words ere considered "sensitive" and require special permission from the Governor before they can be used. These include:
Association Board Britain British Chamber Club Crown Chartered Co-operative Duchess Duke Deposit European English England Federation Foundation Fund Group Great Britain Institute Ireland Irish King Life National Prince Princess Queen Registered Royal Scotland Scottish Society Stock Exchange Union United Kingdom Wales Welsh
If the words "Gibraltar" or "International" are to be included in the name then permission is required from the Governor unless brackets are used. Also, a minimum paid up share capital of f50,000 is required for companies using these words if brackets are not used.
Approval must be obtained from the Financial Services Commissioner for use of words which imply specific financial objects or functions, such as Insurance, Trust, Financial, Savings etc.
If initials are to form part of the company's name then the Registrar will want to know what they stand for before incorporation can take place.
Once the name is decided and a check has been carried out to ensure that the name is available then the incorporation documentation can be submitted to the Companies House for registration.
For a company to be incorporated it must have at least two subscribers, that is two individuals who agree to take at least one share each in the company. Such subscribers are then deemed to be members of the company and their details appear in the register of members. It is our practice to use our nominees for this purpose, but anyone, either persons or companies, may be subscribers.
MEMORANDUM AND ARTICLES OF ASSOCIATION
These documents are the company's charters - its book of rules which define the powers of the company and its officers. Both documents need to be signed by the subscribers to the company.
Once the company has been registered a Certificate of Incorporation is issued and the company is ready for action.
The first event after incorporation is for the subscribers of the company to appoint the first directors who, again, may be individuals or companies. The directors will hold their first meeting where they will appoint a company secretary, appoint en auditor, transfer the shares held by the subscribers, issue further shares if required end adopt a company seal. Other decisions such as whether to apply for tax exempt status or whether to open a bank account can also be dealt with at this first directors meeting.
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.
Licensed by the Gibraltar Financial Services Commission - Licence No: FSC 00094B '1 pA.