Incorporation and registration of a company in Gibraltar is made simple and fast for legitimate professionals and straightforward business activities. Gibraltar companies can be limited by shares or limited by guarantee. The establishment of an unlimited company is also possible. The revised and updated Gibraltar Companies Act of 2014 has a focus on the formation, operation and dissolution of companies in Gibraltar. Efficiency for non-resident owners of Gibraltar companies prevails in the Act. It follows that electronic maintenance of the company replaces several bureaucratic procedures. The Act provides shareholders with certain statutory rights and defines the dimension of financial activities by the company.
The formation of a company in Gibraltar requires a lawful purpose. The common law tradition to incorporate a company with legal personality and perpetual succession allows for a limited liability separated and distinct from the legal or natural persons that own and manage the company. The beneficiaries of the company in formation subscribe their names to the memorandum of association and contribute the share capital to the company. This share capital is considered risk capital for the shareholder and thus used for redress to indemnify creditors in case of default.
Constitutional documents of the company include the memorandum and the articles of association. These original documents cannot be amended or updated and are therefore crucial for the current and future activities of the company. The memorandum of association contains the companies name, its registered office and the financial, yet limited, liability of the shareholders. The articles of association on the other hand, define the internal rules for operating the company. These predefined rules are critical because they determine the corporate opportunities and impossibilities and the scope and limitations of the corporate activities.
Gibraltar companies may be run by domestic business people or alternatively by non-resident, location independent professionals. Whilst non-resident ownership of a Gibraltar company is often seen as a type of foreign direct investment, additional corporate advantages may apply. Yet, these benefits depend on the geographic location and the nature of the actual business activities. Like most international corporate and financial centers, the operation of a Gibraltar company is therefore subject to compliance in home states and host states. Special considerations in Gibraltar are made for small companies.
A distinction is made by the Gibraltar Companies Act in large companies, medium-sized companies and small companies. From an accounting perspective, small companies must file an abridged balance sheet only; medium-sized companies must audit full accounts including the balance sheet, and reports from the director(s) and auditor; and large companies are required to file and submit the same audit as applicable to medium-sized companies complemented with an audited profit and loss account.
In a global and cross-border setting, many rules must be considered. Gibraltar company law has exclusive jurisdiction in the country. Where such companies leave the territory of Gibraltar, they may be subject to different codes and regulation. Even though adequate efforts are made to allow freedom of choice in open market economies, conflict of laws cannot always be avoided. To strengthen its local establishment as a foreign entity in Gibraltar and thus simultaneously emphasize on local presence, Gibraltar companies create a strong position in areas of administration and taxation. The corporate design and company structure is therefore crucial. This starts with the place of incorporation, its registered office, and management and control of the business.
Residents and foreigners can start a company in Gibraltar. Non-resident foreigners in particular, especially when the size of their corporate activities qualifies as a small company, may benefit from limited administration, zero corporate taxation, and straightforward and flexible company laws.
Although Gibraltar incorporation is a possibility for most business activities and professionals, the jurisdiction is not attractive for everyone. For more information, you are invited to complete the contact form below. One of our representatives will contact you shortly to discuss your corporate needs and help to determine the appropriate solution.