Company Registration in Gibraltar

Gibraltar is a unique jurisdiction indeed: it is well-reputed and it simultaneously offers some business advantages characteristic of offshore jurisdictions. Below we discuss the benefits of forming a company in Gibraltar.

General information about Gibraltar

• Gibraltar is a British overseas territory located at the southern tip of the Iberian Peninsula. The official language is English, and the currency is the Gibraltar pound, though the pound sterling is also widely used.
• Gibraltar’s legislation is based on English common law.
• Gibraltar is part of the EU as part of the United Kingdom.
• The main trading partners of Gibraltar are the United Kingdom and Morocco.

Advantages of the jurisdiction

• Gibraltar operates on a territorial principle of taxation, meaning corporate income tax applies only to income generated from activities within Gibraltar or sourced from Gibraltar.
• It’s one of the few jurisdictions in the EU that does not impose value-added tax (VAT).
• There’s no withholding tax on dividends, interest, and royalties.
• There are no currency control regulations or rules regarding controlled foreign companies.

Organizational and legal forms in Gibraltar

You can form a company in Gibraltar of one of the following types:

• Sole trader
• Partnership
• Limited liability partnership
• Private company limited by shares (LTD)
• Trusts
• Non-profit making organizations

Features of companies in Gibraltar

• Name: When choosing a company name, keep in mind that using words like association, royal, imperial, trust, trustee, bank, assurance, group, Europe, or international requires special permission from Gibraltar’s Companies House.
• Document package for registration: After the name is approved by the registrar, the company must submit the following documents:
  • Memorandum and Articles of Association
  • Declaration of compliance
  • Notice of registered address
  • Statement of initial share capital
• Residency: A company is considered a resident of Gibraltar if its management and control are exercised from within Gibraltar.
• Shareholders: A company must have at least one shareholder, who can be either an individual or a legal entity of any residency. Shareholder information must be recorded in the register of shareholders and is publicly accessible. The maximum number of shareholders for a private company is 50.
• Directors and secretaries: Every company must have at least one director and one secretary. They can be individuals or legal entities of any residency. If there’s only one director, they cannot also be appointed as the secretary. Their details must be recorded in the register of directors and secretaries, which is publicly accessible.
• Address: A company can be registered only at an address within Gibraltar.
• Shares: The minimum number of issued shares for a private company is one. Share capital can be paid in cash or other assets of a specified value. The amount to be paid is determined by the company’s articles.
• Annual meetings: According to Gibraltar’s legislation, participants must hold annual meetings at least once a calendar year, no later than 15 months after the previous meeting. Private companies may opt out of holding general meetings based on a decision made at a participants’ meeting.
• Redomiciliation: Companies registered in certain jurisdictions listed by Companies House can be redomiciled to Gibraltar. Similarly, Gibraltar companies can redomicile to those same jurisdictions.

Reporting requirements for companies in Gibraltar

• The reporting requirements for companies may vary based on whether they are micro, small, medium, or large enterprises.
• Micro and small businesses are only required to submit a shortened balance sheet.
• Medium companies must provide a full balance sheet, a shortened profit and loss account, notes, a director’s report, and an auditor’s opinion.
• Large companies must submit a full balance sheet, a full profit and loss account, notes, a director’s report, and an auditor’s opinion.
• Company size is determined by meeting at least two of the following three criteria:
  • Annual net turnover (in pounds)
  • Balance sheet total (in pounds)
  • Number of employees

Category	Annual Net Turnover	Balance Sheet Total	Number of Employees
Micro	No more than 632,000	No more than 316,000	No more than 10
Small	No more than 10,200,000	No more than 5,100,000	No more than 50
Medium	No more than 36,000,000	No more than 18,000,000	No more than 250
Large	Over 36,000,000	Over 18,000,000	Over 250

• The reporting period runs from July 1 to June 30.
• The tax return must be submitted to the Income Tax Office no later than nine months after the end of the reporting period.
• A Company Profile is created for all companies registered in Gibraltar and is available on the official Companies House website for public access. The Company Profile includes the following information:
  • Registration number
  • Company name
  • Date of company registration
  • Date of financial statement submission to tax authorities
  • Date of the end of the reporting period according to financial reporting
  • Registered address
  • Legal status of the company (active, struck off, or in liquidation)
  • Share capital information
  • Shareholder details
  • Director information
  • Secretary information
  • Information on company requirements (including those imposed by court order)
• Information about beneficial owners is only disclosed to the registration agent and banks when opening an account, and it is not publicly accessible.

Taxation in Gibraltar

• The territorial principle of taxation applies: only income earned from activities within Gibraltar or sourced from Gibraltar is subject to tax. Other income is not taxable.
• The standard corporate tax rate is 10%. There’s also a separate tax rate of 20% for utility companies and companies abusing their dominant market position.
• Capital gains and income from investments in listed securities are not subject to corporate tax.
• Loss carryforward is allowed only for periods following the reporting period. Carrying losses to previous periods is not permitted.
• If there’s a corporate tax liability, a provisional payment of 50% of the total tax for the relevant reporting period must be made by February 28 of the year following that reporting period. The remaining tax amount must be paid to the budget no later than nine months after the end of the reporting period.
• There’s no withholding tax on dividends, interest, or royalties.
• There’s no VAT or similar taxes.
• In addition to corporate tax, there are obligations for stamp duty and employer contributions to employee social security.

Tax treaties of Gibraltar

Currently, Gibraltar does not have any double taxation treaties with other countries or territories.