ja_mageia

General information

Incorporation Fees - from £ 850 Renewal Fees - from £ 750 £ 850

Type of companies

There are four legal terms by which companies can be formed, they include:

A duly incorporated limited liability company constitutes a separate legal entity and may sue and can be sued in its own name. Limited Liability Company may take the form of a private company either limited by shares or by personal guarantee of its members or public company. We recommend the Non-Resident Company as the most practical type to meet your needs for your offshore international business activities. To be a non-resident company, a Gibraltar-registered company has to satisfy the following criteria:

• The company must be owned by persons, who are not resident in Gibraltar.
• The company may not trade or carry on business in Gibraltar with residents of Gibraltar.
• The company must maintain its Company Register, Registered Office and Resident Secretary in Gibraltar.
• The company must not remit income for withdrawal in Gibraltar.

The registration of a non-resident company

Name of the company : A non-resident company cannot use a name without special permission, which is identical or similar to an existing company; any name which is undesirable or offensive in the opinion of the Registrar, any name which suggests royal or government patronage, or which may imply an activity associated with the banking or finance industry e.g. "Association", "Bank", "Imperial", "Assurance", "Group", "International", "Royal" or "Trust".

The following words require special permission from the Gibraltar authorities to appear in a company name and such permission is close to impossible to obtain. We will not proceed with company names which have these sensitive words: British, National, Gibraltar or Great Britain, Authority, board or council, Association, Federation or Society, Patent or Patentee, Chamber of Commerce, and/or Trade and/or Industry, Co-operative, Group Holding(s), Post office, Giro or Stock Exchange, Register or registered, Friendly Society or Industrial Provident Society, Trade Union, Charter or Chartered, Benevolent, Foundation or Fund, Chemist or Chemistry or Pharmaceutical, Police, Customs, Immigration, Foundation, School or University or College; Club, Authority, Council, Federation, Institute, Trust, and Investment Trust, Unit Trust, Bank, Directors, Financial, Savings, Commodities, Brokers, Credit, Nominee, Dire.

Memorandum and Articles of Association : The Memorandum and Articles of Association must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies.

Shareholders : The number of shareholders in a private Limited Liability Company may be from 1 to 50. In the case where there is a sole shareholder, who may be corporate or individual, the Memorandum and Articles of Association should include a special provision stating that there is only one shareholder in the company. Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders. Bearer shares cannot be issued. The minimum number of shareholders is one.

The minimum share capital : There is no minimum Authorized Share Capital, though the standard is 2,000 British Pounds. There is no limit or maximum capitalization. The capital duty is 0.5% of Authorized capital. Bearer Shares are permitted. A Public Register of Shares is a requirement and nominee shareholders can be used to preserve the anonymity of the beneficial owners.

Directors : The minimum number of directors is one, who may be corporate or individual and need not be resident in Gibraltar. The full name, nationality, residential address and occupation together with copy of the passport are required. Details of the directors appear on the company registers.

Company secretary : A resident company secretary must be appointed, who may be a natural person or body corporate.

Registered office : Every company, registered in Gibraltar is required to have a registered office.

Taxation : Non-resident companies tax free on income derived from outside Gibraltar or earnings which are not remitted back to Gibraltar. Money held in a bank in Gibraltar by a non-resident company is taxable; it is advisable to have your bank account outside of Gibraltar.

Audit and financial returns : All Gibraltar registered companies must file annual returns showing details of shareholders and directors and must submit their accounts with the Registrar. Annual Accounts are to be filed using the following regulation:

Small companies are only required to file an abridged balance sheet. There is no need in this case to produce a profit and loss account or Auditors Report. A small company must satisfy at least two (2) of the following conditions: