Company Incorporation
Gibraltar

OFFSHORE COMPANIES

In Gibraltar we provide Non-resident companies.

The prudent regulation of the Gibraltar financial services sector by the FSC is to ensure that the jurisdiction is not used to facilitate or conceal any criminal activity, like terrorism, drugs trade or fraud. Therefore, all financial service providers– including us – are required to know their clients well, and be able to monitor their activities. Again, this regulation (onerous as it may seem at times) is in Your best interests –because keeping a clean reputation for Gibraltar would also mean keeping a clean reputation for Your offshore business in Gibraltar.

Initial company set-up fee

Gibraltar non-resident company £690

Initial set-up fee includes the registered agent or resident secretary (as applicable), registered office and all government incorporation fees and duties for the first year.

The set of original documents of the company will contain a Certificate of Incorporation, Memorandum of Association, Articles of Association, First Resolutions dealing with the appointment of company directors, functionaries and share allocations, the share certificates, share transfer forms and other corporate documents, depending on the particular jurisdiction and on the company structure.

The set-up fee may be higher for aged companies and companies with non standard capital.

Annual domiciliation fee (from 2nd year only) £350
Annual domiciliation fee is the minimum annual maintenance fee that is only payable from the 2^ndyear of life of the company an onwards.

This fee covers the mandatory services of the registered agent, registered office and all applicable renewal fees and duties to the government. Depending on the company structure, there may be other annual fees for optional professional services.

(!) Annual fees are payable every year. Clients are notified well in advance before these fees become due. Non payment or late payment of the annual fees will trigger substantial penalty charges and the company may be struck off the Registry for non payment.

OPTIONAL SERVICES

Responsibility fee for providing company directorship and management services (per annum)	£ 450
Responsibility fee for providing corporate shareholder service (per annum)	£ 200
Bank introduction (provision of a bank contact, account forms and completion instructions)	£ 350
Personalized assistance with the bank account opening	£ 100 per hour
Obtain the certification of a document or set of documents by notary public	£ 100
Obtain the legalization of a notarized or public document by Apostille	£ 100
Issue of a limited power of attorney	£ 150
Assistance with preparation of Financial Accounts (Gibraltar companies) – minimum fee	£ 150

Mail correspondence administration and forwarding (per annum).	£ 300
Communications services package (per annum). Includes provision of a shared telephone number and a fax number. Incoming calls handled live, will confirm that the caller has reached your company and will take a message. Faxes received and forwarded on as instructed.	£ 500

Bank account introduction with Gibraltar bank (subject to client status and banks’ acceptance).   *Payable in advance of service. Disbursements (mail, communications) are payable in addition to the introduction fee, at actual cost. Client acceptance requirements are different in  various banks and may change without notice.  The success of the account opening depends substantially on the background and business profile of the client.

£ 500  +   Time   & Disbursements

Bank account introduction with foreign bank (subject to client status and banks’ acceptance).   *Payable in advance of service.Disbursements (mail, communications) are payable in addition to the introduction fee, at actual cost. Client acceptance requirements are different in various  banks and may change without notice. The success of the account opening depends substantially on the background  and business profile of the client.

£ 700  +  Time  & Disbursements

DISBURSEMENTS

All additional expenses and costs such as mail, courier, telecommunications, travel costs, accounting and legal fees will be charged at cost and shall be reimbursed separately, in addition to our standard fees.

MISCELLANEOUS

Fees for all miscellaneous administration and management work and services that are not specifically listed above, will be charged on a time-spent basis at our prevailing rates. Advance quotations and estimates will be made available whenever possible.

Please see more detailed descriptions of these products below.

NON-RESIDENT COMPANY

General characteristics. This is the “simple” type company. A non-resident company is not subject to any taxation in Gibraltar if it is owned, managed, controlled and operated outside Gibraltar and does not remit any income to Gibraltar. Consequently, as a rule, the full “mind and management” of such company should be located outside Gibraltar. Quite often such company is directly managed by its actual owner, as part of his/her international business.

Minimum involvement. Only minimum of services can be provided by us for a non-resident company. Namely, we will provide the minimum domiciliation - registered address and resident secretary in Gibraltar. We will also take care of the annual administrative filings for such company. A nominee subscriber/shareholder can be provided by us to hold a minimum percentage of authorised shares. If required, the resident secretary in Gibraltar will be available to co-sign documentation pre-signed by the company director(s). Apart from that, we will assume that all day-to-day management of the company is undertaken by the directors at their location. Consequently, we will expect that the location of such directors is also used for all business correspondence.

Client directors only. For non-resident companies we will not provide any directorship services. Clients requiring non-resident companies will be asked to appoint their own (or third-party) directors from outside Gibraltar. Obviously, therefore, no powers of attorney or similar documentation will be issued by us.

Sufficient identification will be required for all company directors.

We may be able to introduce reliable, unrelated third-party directors from outside Gibraltar to be appointed as directors for Gibraltar non-resident companies. If so, this would be a service provided independently by a third party, and solely outside Gibraltar. No tax presence. We will not be able to obtain any sort of official confirmation documents in regards of the tax status of a Gibraltar non-resident company – because it does not have any tax status in Gibraltar! Quite simply, a Gibraltar non-resident company is not subject to Gibraltar taxation at all, due to full location of its management and business outside Gibraltar. As the case may be, we will presume that the reference place for any taxation of such company should be the location of the directors.

Accounts operated by clients. Although we may be in position to introduce a suitable foreign banking connection to a non-resident company, we will not undertake any managerial role in clients’ banking. A Gibraltar non-resident company must not operate any bank accounts inside Gibraltar – this is a pre-requisite for its no-tax status.

Minimum fees. The only official fee payable for a non-resident company is currently GBP 30, which is payable to Gibraltar Registrar of Companies at filing of the annual administrative return. In addition to that, there will be our fixed professional fee for provision of minimum local presence (registered address, resident secretary and necessary filings) and, as the case may be, a fixed nominee shareholder fee. Generally, a non-resident company remains an easy, competitive, cost-efficient tax-free vehicle for purely international business. When elaborate and highly sophisticated management schemes are not necessary for the client, a Gibraltar non-resident company may be the right solution.

Due Diligence. For all types of companies full due diligence (Know Your Client) documentation will have to be supplied for all beneficial owners of the company. Goes without saying, all such information will be kept securely and confidentially on our internal file. We trust you are already aware of the standard due diligence requirements, as they have already been implemented for some time.

Re-domiciliation of a foreign company in Gibraltar (subject to status and name availability). Includes preparation of similar basic documents as described under "Company registration".
The fee is GBP 250 in addition to normal company registration.
There are some matters which you have to take into consideration:

• The company needs to be in good standing.
  (A fresh Certificate of Good Standing needs to be supplied.)

• The original Memorandum & Articles of Association, Minutes, resolutions, and any other relevant company documentation. (Also need to be supplied.)

• All the documentation needs to be in English, translations need to be obtained separately.

• There are forms to be filled and documentation to be prepared.

• We have here a Circular issued by the Registrar of Companies, on the subject of re-domiciliation. (link opens in a new window)
  
  Our service fee for re-domiciliation is GBP 180. In addition to that, there would normally be the registered agent/address fee of GBP 70 p.a., the state duties in the range of GBP 150, and costs of various Notarisations and legalisations (as required by client). Hence the final invoice amount will slightly depend on the configuration.
  

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For your convenience, we have included a Cost Calculator in the order form:

ORDER an Non-Resident company Here

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We are pleased to provide a summary of the salient features of companies incorporated in Gibraltar.

NON-RESIDENT Companies

The Gibraltar non resident company has been recognized as excellent alternative to the Irish non resident company which itself was very popular as offshore vehicle until 1999. (Many of the Irish non resident companies have since been re-domiciled to Gibraltar.)

The Gibraltar company law is based almost entirely upon the Companies Act 1929 of England, which is amended and enhanced by Ordinances passed by the Gibraltar House of Assembly. The tax status for various types of Gibraltar companies is established primarily by the Gibraltar Companies (Taxation and Concessions) Ordinance of 1967.

Gibraltar non-resident company is not taxable in Gibraltar.A company registered in Gibraltar will not be liable to Gibraltar taxation if it's owned and controlled by non residents of Gibraltar, does not trade in Gibraltar and does not remit income to Gibraltar. Hence, this is the basis for creation of a Gibraltar non resident company. There are no capital gains taxes, gift taxes, wealth taxes nor VAT in Gibraltar. Companies that do not exceed GBP 4.8 million annual turnover, GBP 2.4 mil balance sheet and 50 employees do not have to submit audited returns. Just what's called an "abridged balance sheet".

Low maintenance costs.A Gibraltar non resident company only pays GBP 30 (Approx USD 50) annual filing fee to the Registrar of Companies, payable at filing of the Annual Return. If the company is not formally directed by the beneficial owners themselves, the directorship function can be outsourced worldwide to suitable corporate or private third-party directors. Audited returns will not be required for most companies, as they usually qualify as "small" companies under the relevant rules. The Gibraltar company will need to maintain a registered office in Gibraltar and to have a resident secretary - both these functions are provided by us at a competitive fee.

As a result, Gibraltar non-resident company is probably the most cost efficient offshore vehicle in Europe today. It is also competes very well worldwide with the likes of BVI, Belize, Bahamas, Cayman Islands and other better-marketed offshore centres.

Respectable jurisdiction.Unlike many, Gibraltar is not an exotic, far-away island. Gibraltar is part of the European continent. The regulatory and legal environment of Gibraltar has been recognized as benchmark towards which other offshore jurisdictions should being compared. Serving historically as an "offshore branch" of the City of London, Gibraltar has excellent infrastructure, communications and work culture.

Other types of companies.The Gibraltar Companies (Taxation and Concessions) Ordinance of 1967 provides for two other specialized company types in Gibraltar - the exempt company and the qualifying company. However their future status is somewhat unclear due to a pending dispute over the state aid rules raised recently by the European Union. (This does not concern the non resident companies.)

Applications.There are two general areas where offshore companies, and Gibraltar non resident companies in particular, are used:

Asset protection & confidentiality- by vesting private assets in a properly structured offshore company, such assets can be protected from future claims such as bankruptcies, judgments, creditors and other litigants. Just as well, these assets can be protected from the eyes of competitors, adverse claimants and other undesirable third parties.

Tax mitigation.A proper use of a no-tax offshore company can legally reduce or defer some of the tax which would otherwise be payable if the same business would be undertaken by a highly taxed company. The best applications include international trading and cross-border services, international portfolio investment, e-commerce.

Gibraltar non resident company is well suited for both of these purposes.

In particular, a Gibraltar company can be used for the following:

• To trade in any imported and exported goods.
• To hold capital shares in foreign enterprises and joint ventures.
• To hold real estate.
• To hold investment instruments.
• To hold ships and other vehicles.
• To provide software development services.
• To provide consulting services.
• To provide transportation and logistics services.
• To act as independent contractor or advisor.
• To act as sales or purchases agent.
• To receive royalties and license fees.
• To provide factoring and discounting service.

The general corporate characteristics of the Gibraltar non-resident company:

[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]

GENERAL INFORMATION

Gibraltar is a peninsula at the southern tip of Spain with an area of approximately 7 sq km. It is adjacent to Africa yet within Europe, and has an historically strategic position at the junction of the Atlantic and the Mediterranean. The Rock of Gibraltar is limestone, is almost 425 m high, and has hundreds of metres of tunnels that were dug for various military campaigns. The name itself derives from the Moorish leader Tariq who used Gibraltar as a base in the eighth century. "Gibel Tariq" means the Mountain of Tariq.

POPULATION
The population of Gibraltar is approximately 30,000 although a substantial number of the working population commutes daily from homes nearby in Spain. A number of Moroccan, British and Indian expatriates live in Gibraltar.

POLITICAL STRUCTURE
Gibraltar is a British Dependent Territory and is a Crown Colony with internal self-government. It has its own elected House of Assembly, which legislates on domestic matters. The United Kingdom is responsible

for defence, foreign affairs, financial stability and internal security. Gibraltar is a member of the European Union by virtue of Article 227 paragraph 4 of the Treaty of Rome in its capacity as a territory for whose external relations a Member State (the United Kingdom) is responsible.

Gibraltar enjoys special status within the Community and is exempted from the Common Customs Tariff, the Common Agricultural Policy and Value Added Taxation.

Gibraltar is politically stable and the current Government, actively promotes Gibraltar as a first-class international financial centre.

INFRASTRUCTURE AND ECONOMY
Since the opening of the border with Spain in 1985, the level of tourism and investment has increased dramatically. Several international banks and insurance companies have offices in Gibraltar.

Gibraltar has excellent modern postal and telecommunications systems. Thanks to a joint venture between the Gibraltar Government and the Nynex Corporation of the USA, Gibraltar enjoys the latest in digital and fibre-optic telecommunications.

There are daily flights between Gibraltar and London and frequent scheduled air services to Manchester, Luton and Tangier. Although it is not at present possible to fly direct from Gibraltar to Spain and other destinations the airports at Seville, Jerez and Malaga can easily be reached by road and provide direct services to many international destinations.

The Port of Gibraltar enjoys free port status and hosts frequent calls from many of the world’s shipping lines, both passenger and freight.

LANGUAGE
The official and spoken language is English although because of Gibraltar’s close proximity to Spain, Spanish is spoken widely.

CURRENCY
UK Pound. Local notes and coins are produced but UK Currency is accepted, as is the Spanish Peseta, with most shops displaying dual currency price tags.

EXCHANGE CONTROL
None.

TYPE OF LAW
Common Law based on English Common Law.

PRINCIPAL CORPORATE LEGISLATION
Based on the United Kingdom 1929 Companies Act (as amended) and the Companies Ordinance 1984 (as amended).

NAME RESTRICTIONS
Any name that is identical or similar to an existing company. Any name which, in the opinion of the Registrar, is undesirable or offensive. Any name which suggests royal or government patronage. Any English name, or their foreign language equivalent, which may imply a field of activity associated with the banking or finance industry.

LANGUAGE OF NAME
The name can be in any language that uses the Latin alphabet, but must be accompanied by a translation to ensure that the name is not prohibited or licensable.

NAMES REQUIRING CONSENT OR A LICENCE
The following names or their derivatives: bank, building society, insurance, assurance, reinsurance, fund management, asset management, investment fund, trust, trustees, municipal, Chamber of Commerce, co-operative or their foreign language equivalents. "International" and "Gibraltar" cannot be used without consent unless they are bracketed.

SUFFIXES TO DENOTE LIMITED LIABILITY
Limited or Ltd.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
In order to obtain exempt status, an application has to be made to the Finance Centre Licensing Unit, a department of the Government of Gibraltar. The application must include the name and address of the beneficial owner(s), and bank character references relating to the beneficial owners. This information is not on public record.

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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.

Please go to our Uses of offshore Companies Page where you will find interesting information on the benefits of using offshore companies and trusts for business and personal use, links to information on other locations and details of our products and services.