Gibraltar is a peninsula at the southern
tip of Spain with an area of approximately seven square
kilometres. It is adjacent to Africa yet within Europe, and has
historical strategic position at the junction of the Atlantic
and the Mediterranean.
The population of Gibraltar is
approximately 30,000 although a substantial number of the
working population commute daily from homes nearby in Spain. The
population consists primarily of Gibraltarians but there is a
number of Moroccans, British expatriates and Indians.
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.
The official and spoken language is
English although because of Gibraltar’s close proximity to
Spain, Spanish is spoken widely.
The currency is the Sterling 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.
The type of Law is the Common Law based on
English Common Law. The Principal Corporate Legislation is based
on the United Kingdom 1929 Companies Act, Companies Ordinance
1984.
The type of Company for International
Trade and Investment is the Exempt Company.
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A Gibraltar Exempt Company
is exempted from local taxation. |
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Shelf Companies are
available. |
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Gibraltar has excellent
modern postal and telecommunication systems. |
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There is no exchange
control. |
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There are daily flights
between Gibraltar and London and frequent scheduled air
services to Manchester and Tangier. |
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The Port of Gibraltar
enjoys free port status and hosts frequent calls from many
of the world’s shipping lines, both passenger and freight. |
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A company incorporated in
Gibraltar has the same powers as a natural person. |
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An Exemption Certificate, once granted,
is valid for 25 years, and grants full exemption from
Gibralterian income tax, estate duty and stamp duty. |
Questions and Answers
regarding Companies in Gibraltar
A. The
Structure of a Company.
1. Types of Companies.
Exempt Companies. The main
requirements for exempt status are that no Gibraltarian or
resident in Gibraltar has a beneficial interesting the shares of
the company and that the company does not trade or carry
business in Gibraltar. The company can maintain office premises
in Gibraltar for the purposes of transacting business with
non-residents or with other exempt or qualifying companies.
Exempt Companies may issue bearer shares but are required to
deposit the warrants in an approved bank.
A secrecy provision in the Companies
Ordinance prevents the disclosure of any details concerning the
beneficial owners of the company. It is possible to achieve
shareholder confidentiality by the use of nominee shareholders
rather than bearer warrants.
Qualifying Companies. A Gibraltar
incorporated company or a registered branch of an overseas –
incorporated company may apply for registration under the Income
Tax (Qualifying Companies) Rules 1993. The use of a qualifying
company is often more advantageous than an exempt company due to
anti-avoidance provisions found in other jurisdictions.
2. What is the procedure to Incorporate?
Filing of Memorandum and Articles of
Association, Statement of the Situation of Registered Office,
Statement declaring the Authorised Share Capital and Declaration
of Compliance.
3. Authorised and Issued Share Capital.
Normally US $3,600 divided into 2,000
shares of £1,00 each. This being the maximum authorised share
capital for the minimum capital duty payable upon incorporation.
The authorised share capital may be expressed in any currency.
The minimum issued capital is US $150.
4. Which classes of Shares are permitted?
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Registered
Shares. |
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Bearer Shares
(but usually in the case of an exempt company). |
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Preference
Shares. |
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Redeemable
Shares. |
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Shares with or
without voting rights. |
B.
Provisions in the Act relating to the Management and
Administration of the Company.
1. Directors.
The minimum number of directors is one,
who may be natural persons or bodies corporate. They may be of
any nationality, and need not be residents of Gibraltar.
2. Shareholders.
The minimum number of shareholders is one.
3. Company Secretary.
All Gibraltar companies must appoint a
resident company secretary, who may be a natural person or body
corporate.
4. Financial Statements Requirements.
There is no requirement to file financial
statements, but a company must keep records to reflect the
company’s financial affairs.
5. Taxation.
A Gibraltar exempt company is exempted
from local taxation. Qualifying companies pay tax in Gibraltar
at a rate negotiated with the Gibraltar authorities of between
0% and 18%.
Notes
(1) For a copy of a full set of documents
to be made apostille in the jurisdiction will cost a minimum US
$
We are not responsible for any forthcoming changes
concerning the rules and regulations of the jurisdiction
