Registration in Gibraltar

It must not contain sensitive words which are prohibited by legislation. The following words are prohibited: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal” and any other words implying connection with university or professional association or activity prohibited by the Law. There is also a prohibition for words implying patronage of the Queen or a member of the Royal Family, patronage or any connection with the UK government or department or any other country. The words: “Assurance”, “Bank”, “Insurance”, “European” “International” and similar words are the subject for licensing.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or Limited Liability company, for example, “Limited” or “Ltd.

A Gibraltar Ltd Company is required to have a registered office address in Gibraltar that should be notified to the authorities.

One director is the minimum required. There’s no requirement for them to be locals and there’s no requirement regarding the place and frequency of board meetings.

Corporate entities can be appointed as become directors. The directors details are registered on the public record and can be accessed by the public. Nominee services are available.

The appointment of a secretary is mandatory, it may be a corporate or natural person.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate entities can be appointed as shareholders. There is no requirement regarding the place of shareholder’s meetings, but it should be held annually.

The director and shareholder can be the same person. The shareholders details are registered on the public record and cannot be accessed by the public. However, the confidentiality can be obtained through the using of nominee services.

The beneficial owner details are registered on the public record and can be accessed by the public. However, the confidentiality can be obtained through the using of nominee services.

The owners of an Ltd Company are free to determine any amount as the authorised capital at incorporation and it can be denominated in any currency, though the British pound is mostly preferred and the amount of 2,000 GBP is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

A Gibraltar Ltd Company may have registered par value shares, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are not permitted.   

No requirement is imposed on minimum paid up capital at incorporation, this means that the owners of an Ltd Company are not required to set a deadline as to when such capital must be paid up.

A Ltd Company in Gibraltar can be incorporated within two to three days. Gibraltar is considered to have one of the fastest registries worldwide.

Ready-made but unused Ltd’s are available in Gibraltar, if you are in need for a quicker incorporation process.

If the Ltd Company is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities which generate income, inside Gibraltar. This means that the management and control of the Ltd Company must be in Gibraltar, thus, the company must have enough premises, amount of expenditures and employees within the jurisdiction, based on its business activity and size. The types of businesses are stated below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

The Ltd Company must prepare and submit accounting records to the authorities on the annual basis. The appointment of auditor is obligatory except if the Ltd Company is considered small by the legislation.

There is no exemption in Gibraltar from tax on income or profits for an Ltd Company. In general, corporate tax rate is 10%. It is based on territorial principle which means, it can be applied only regarding the income that is originated from the territory of Gibraltar. However, Gibraltar has a well developed system of tax credits and exemptions as well as a wide network of double tax avoidance treaties. In addition, that jurisdiction imposes no tax on dividends, royalties, interest, rental income and revenues that are paid by the company to the shareholders. In order to be considered as a tax resident, the management and control of the Ltd Company should be conducted from the Gibraltar.