Gibraltar Offshore Company Formation

A Gibraltar company formation is a non-resident corporate entity that can be set up and registered in a matter of a few days, with low fees, and minimal paperwork. It is a perfect corporate entity that is free from taxation on all worldwide profits. Gibraltar calls an offshore company a Gibraltar non-resident company (NRC) which is the equivalent of a regular IBC or limited company. 

Gibraltar’s 'offshore' International Business Company (IBC) equivalent, referred to as a Gibraltar Non-Resident Company is an international investment and tax-planning vehicle.

These international instruments are much the same as local Gibraltar companies. As such, the government in Gibraltar never generally describes their country as being a conventional offshore environment. They instead see themselves as a more traditional onshore environment offering tax benefits and investment opportunities much similar to many structures found in offshore jurisdictions.

Gibraltar Companies Act

Gibraltar has a long-standing international offshore financial history that goes back to the passing of Gibraltar’s Companies Ordinance in 1967. Modeled after the UK Companies Act 1929, the offshore Gibraltar company law has been remodeled to suit the jurisdiction’s unique environment.

Of Gibraltar’s four different offshore companies, the Non-Resident Company is, by far and away, their most popular offshore financial product.

A Non-Resident Company has many potential applications that include anything from international trading to e-Commerce—its multifaceted capability gives individuals and corporations great flexibility. A Gibraltar company may be one of four types:

• A Gibraltar ltd company, limited by shares
• A Gibraltar ltd company, limited by guarantee (having share capital)
• A Gibraltar ltd company, limited by guarantee (without share capital)
• A Gibraltar unlimited company

Of the many reasons to register an international company offshore, easing a company’s tax burden always remains high on the list. Gibraltar’s Non-Resident Companies are not only exempt from paying any local taxes, but also enjoy secure asset protection provisions and flexible corporate structuring that allows for single individual ownership.

These are just some of the main reasons that make Gibraltar’s Non-Resident Company a formidable choice in the world of international finance. For more information on the Advantages of Gibraltar as an Offshore Financial Center, click here.

Table of Contents:

• Advantages
• Top Uses
• Key Corporate Features 
• Incorporation Package
• Registration Requirements
• Corporate Taxation 
• Setting up a Business in Gibraltar
• Corporate Details

Advantages

• Reasonable yearly rates
• Name of company may be in any language
• Legislation and offshore finance sector goes back to 1967
• Gibraltar has a long history of financial and offshore products
• Financial and accounting records are not made public
• Nominee service availability
• Single ownership of Non-Resident company is possible
• English Common Law system
• Modern infrastructure
• Strong secure asset protection
• English speaking country

Top Uses

• Holding Company
• International trade
• Property Holding
• E-Commerce
• International investing
• Holding of vehicles, ships or other forms of transportation

Key Corporate Features

Company Incorporation Package

Includes:

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations 

Company Registration Requirements

Foreign investors have several options when forming a company in Gibraltar and all companies must have a registered office in Gibraltar to conduct business operations.

To register a Gibraltar Non-Resident Company, a client must get the approval of the company name from the Registry (Business Liaison unit at the Ministry for Business) and must submit:

• Company Memorandum
• Articles of Association
• A statement proving a Registered Office
• Authorised Share Capital
• Declaration of Compliance
• The appropriate fee to the Gibraltar Companies Registry

An alternative option is buying an existing "shelf" company, which can be quicker than setting up a new one, especially under tight timelines. These shelf companies have no prior business operations, assets, or liabilities.

How do I Register a Company?

To register a company in Gibraltar you need:

1. The company must have a registered office.
2. The company is to have a local secretary
3. Have minimum share capital
4. All the necessary documents
5. Pay the registration fee
6. Copy of passports of directors,
7. Proof of physical address
8. Reference from a registered professional
9. Person CV

After incorporation, the Gibraltar company needs to open a bank account, register for taxation, and submit audited accounts annually to the Companies Register within 13 months from the financial year end. Companies with revenues below £4.8 million per year are exempted from filing audited financial statements.

Most businesses require a general license, while manufacturing, import/export, transportation, and restaurants need special licenses from respective authorities.

How Much Does it Cost to Register a Company?

The cost to register a company depends on a number of factors, including the type of business, whether you need a license, the cost of setting up an office including the use of PO Box, local secretary, bank account opening as well as other legal services such as signatory and nominee service

Why do Companies Set Up There?

There are a number of reasons why companies set up in Gibraltar. Tax rates for companies in Gibraltar are very attractive which makes it great place for international trading companies.

A key benefit of Gibraltar companies is that they are not taxed on profit if the profit is generated from activities outside Gibraltar, therefore all profits that are made outside the country can be held by a local company and remain tax-free.

Corporate Taxation

A Gibraltar Non-Resident Company does not have to pay any local taxes, if it does not conduct any business activities within the country.

Non-Resident Companies are exempt from paying any taxes, including but not limited to:

• Capital gains tax
• Wealth tax
• Sales tax or value-added tax
• Income tax

A non-resident company formed in Gibraltar is not taxable if: 

• it is owned by non-residents
• if the directors reside and hold meetings outside Gibraltar
• if the company does not trade or carry on any business inside Gibraltar with and residents or companies

A Gibraltar Non-Resident Company is subject to a regionally low corporate tax rate of around 12.5% (20% for utility companies) on profits generated within Gibraltar.

Setting up a Business

Before setting up a business in Gibraltar make sure that the company has the appropriate license, which may or not be needed depending on the industry (such as finance, trade and manufacturing).

Non-resident companies which means the company is owned by a nonresident individual are not liable to local taxation. Make sure you qualify for this if this is the reason you are incorporating in the country as this will be the most significant factor for establishing a company in Gibraltar in the first place.

What this means is that if all trading or business activities are done outside of the country then it is not taxable.

Types of Business entities

• Limited Liability Partnership
• Limited Company
• Protected Cell Company
• Trust
• Foundation

Corporate Details

Anonymity, Confidentiality and Disclosure

A Gibraltar based Non-Resident Company’s details of the beneficial owner, Directors, and Shareholders are publicly available and are disclosed to the Corporate Registry. However, nominee services are readily available to protect the identity of those who wish to remain anonymous. Financial accounts, though they must be filed, are not readily made available to the public.

If forming a company in Gibraltar, beneficial owner info must be submitted to the public registry per the EU's 5th AMLD, allowing access for any reason.

Company Shares

A Company may have registered shares, preference shares, redeemable shares, shares with and without voting rights, bearer shares, and share with and without par value.

Required Capital

A Gibraltar Non-Resident Company has a minimum required capital of GBP 1. The usual authorized amount is GBP 2,000 for the minimum capital duty payable upon incorporation. Capital duty over GBP 2,000 is at 0.5%.

Directors

A Gibraltar Non-Resident Company is required to have one Director. The Director may be of any nationality and maybe a corporate entity.

Company Secretary

A local qualified Secretary, either an individual person or a company is required for all Non-Resident Companies.
A company must have at least one director, one secretary, and one shareholder. If there are two directors, one can also serve as the secretary.

Company Meetings

Company Meetings are not required and may be held anywhere in the world except Gibraltar.

Principal Corporate Legislation

The Gibraltar Companies Ordinance (1967) is based off of the UK Companies Act 1929 and the Companies Ordinance 1984

Type of Law

English Common Law

Shareholders

There must be a minimum of one, which may be an individual or a corporate entity of any nationality. Shareholders name and details are publicly available though nominee services are available for enhanced privacy.  The Company Register holds a public registry of all the company’s shareholders.

Exchange Controls

There are no exchange control or currency restrictions in Gibraltar.

Powers of the Company

A Gibraltar Non-Resident Company has all of the same rights and powers as a natural person

Language of legislation and Corporate Documents

English

Registered Office required

A local registered office is required for all Gibraltar Non-Resident Companies. A company must keep a copy of its Registry of shareholders and directors in its registered local office.

Local Presence

A local qualified individual or company Secretary and a local registered office are required for all Gibraltar Non-Resident Companies.

Financial Statements Required

All Gibraltar Non-Resident companies must prepare, maintain, and file appropriate accounting records. If a company qualifies as a “small company” then it may file an abridged balance sheet, and there is no need to file a profit and loss account, nor an auditors report.

To qualify as a small company, two of the three requirements, below, need be met:

• Net Annual turnover under GBP 6.5 million

• Total Balance Sheet below GBP 3.26 million

• Number of employees should not exceed 50

Acceptable accounting records include bank statements, receipts, invoices, contracts, ledgers, and any other documentation related to the company's transactions.

Audit Requirements

All Gibraltar Non-Resident companies must file audited accounts, except for a company that qualifies as a “small company” (see above).

Annual Reporting

An annual return must be filed to the Register of Companies in Gibraltar. The first return is required to be filed within the first 15 months, and every year thereafter.
Gibraltar companies must pay an annual renewal fee, file a yearly annual return, annual accounts, and a tax return (CT1).

Shelf Companies available

A shelf company is available for a Gibraltar Non-Resident Company

Time required to form an offshore company

5-10 days are needed to form an offshore company in Gibraltar

Name Restrictions

A Non-Resident Company must not use a name that is identical or similar to an already existing company or any name that is considered offensive by the Registry, or any name that suggests patronage of the royal family, local government or English government, or any name that may be seen as being linked to the banking of finance industry.

Language of Name

The name of the company may be in a language that uses the Latin alphabet, but must include an English translation.

Names of Company requiring a special licence or permission

A Non-Resident Company requires that a special licence or consent be given if business has a name that includes the word: bank, building society, insurance, assurance, reinsurance, fund management, asset management, investment fund, trust, trustees, municipal, Chamber of Commerce, or co-operative.

Trading Restrictions

A Gibraltar Non-Resident Company can not trade or conduct any business activities within the country including banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other finance related activity.

Access to Double Tax Treaties

Gibraltar has signed only one Double Tax Treaty, which is with the United Kingdom. This treaty was established in 2019.

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