APGI Gibraltar Non-Resident Company
Gibraltar Exempt Company
From £710
The Gibraltar non-resident company has been long recognized as an excellent alternative to the Irish non-resident company which itself was very popular as offshore vehicle until 1999. As a matter of fact, many of the Irish non-resident companies have since been re-domiciled to Gibraltar. The Gibraltar non resident company is also in many ways similar to the pre-1988 non resident company of the UK.
A Gibraltar non resident company only pays a GBP 30 annual filing fee to the Registrar of Companies, payable at the time of filing of the Annual Return. Quite often the non-resident company is directed by the beneficial owners themselves, or by nonresident third-party directors appointed by the owners. The non-resident company will still need to maintain a registered office in Gibraltar and to have a Resident Secretary - these functions are provided by us at a competitive fee.
Gibraltar non-resident company is probably the most cost efficient offshore vehicle in Europe as of now. It also competes very well worldwide under the same criteria.
Note on the Exempt Company (now defunct) A Gibraltar Exempt Company was a fairly popular offshore corporate vehicle until recently, when a phase- out of this type of company was announced by the Gibraltar Government.
The currently existing Gibraltar tax-exempt companies will keep their status until 31st December 2010. New exempt companies can still be registered, but only until 30th June 2006.
Therefore, while it is still technically possible to incorporate an exempt company in Gibraltar, we do not recommend choosing it, as its future is clearly limited. As soon as a comprehensive domestic tax reform is finalized in Gibraltar, an alternative vehicle will probably become available.
The above does not in any way affect the status and options available in regards the non-resident type company.
Detailed features of the non-resident company
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 must be controlled (directed) by persons who are not resident in Gibraltar.
- The company may not trade or carry on business in Gibraltar with residents of Gibraltar. It may however trade with other exempt or qualifying companies or non-resident persons.
- The company must maintain its Company Register, Registered Office and Resident Secretary in Gibraltar.
- The company must not remit income to Gibraltar.
The last requirement effectively means that in order to maintain its no-tax status a Gibraltar non-resident company should not hold any bank accounts in a Gibraltar-situated bank. This simply means that the non-resident company would usually operate its bank accounts in another country. Often it would be just a different offshore jurisdiction - like, Isle of Man, for example. It may also be practical to open the offshore bank account in a country situated closer to the place of the actual business of the company - or to the actual location of its beneficial owners.
If the above four criteria are satisfied, a Gibraltar company will be considered "non-resident". As such, it will not fall under the Gibraltar tax system by definition and will not be required to register for Gibraltar taxation purposes. This also means that, unlike the tax-exempt company, the non-resident company can in no circumstances be considered as a Gibraltar taxpayer.
The general corporate characteristics of the Gibraltar non-resident company:
Gibraltar Incorporation Information and Features
- Gibraltar Key Corporate Features
- Gibraltar General Information
- Gibraltar Company Information
- Gibraltar Compliance
- Gibraltar Schedule of Fees
Key Corporate Features
| General | |
|---|---|
| Type of entity: | Exempt |
| Type of law: | Common |
| Shelf company availability: | Yes |
| Our time to establish a new company: | 5 days |
| Minimum government fees (excluding taxation): | £450 |
| Corporate taxation: | No |
| Double taxation treaty access: | No |
| Share capital or equivalent | |
| Standard currency: | GBP |
| Permitted currencies: | Any |
| Minimum paid up: | £100 |
| Usual authorized: | £2,000 |
| Directors or Managers | |
| Minimum number: | One |
| Local required: | No - if local secretary |
| Publicly accessible records: | Yes |
| Location of meetings: | Anywhere |
| Members | |
| Minimum number: | One |
| Publicly accessible records: | Yes |
| Location of meetings: | Anywhere |
| Company Secretary | |
| Required: | Yes |
| Local or qualified: | No |
| Accounts | |
| Requirement to prepare: | Yes |
| Audit requirements: | Yes, but small company exceptions |
| Requirement to file accounts: | Yes, but small company exceptions |
| Company Secretary | |
| Publicly accessible accounts: | Yes, but small company exceptions |
| Other | |
| Requirement to file annual return: | Yes |
| Change in domicile permitted: | Yes |
General Information
Gibraltar is a peninsula at the southern tip of Spain with an area of approximately 7 sq km. It is adjacent to Africa yet within Europe, and has an historically strategic position at the junction of the Atlantic and the Mediterranean.
Population
The population of Gibraltar is approximately 30,000 although a substantial number of the working population commutes daily from homes nearby in Spain. A number of Moroccan, British and Indian expatriates live in Gibraltar.
Political Structure
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. Gibraltar is a member of the European Union by virtue of Article 227 paragraph 4 of the Treaty of Rome in its capacity as a territory for whose external relations a Member State (the United Kingdom) is responsible.
Gibraltar enjoys special status within the Community and is exempted from the Common Customs Tariff, the Common Agricultural Policy and Value Added Taxation.
Gibraltar is politically stable and the current Government actively promotes Gibraltar as a first-class international financial center.
Infrastructure and Economy
Since the opening of the border with Spain in 1985, the level of tourism and investment has increased dramatically. Several international banks and insurance companies have offices in Gibraltar.
Gibraltar has excellent modern postal and telecommunications systems. Thanks to a joint venture between the Gibraltar Government and the Nynex Corporation of the USA, Gibraltar enjoys the latest in digital and fiber-optic telecommunications.
There are daily flights between Gibraltar and London and frequent scheduled air services to Manchester, Luton and Tangier. Although it is not at present possible to fly direct from Gibraltar to Spain and other destinations the airports at Seville, Jerez and Malaga can easily be reached by road and provide direct services to many international destinations.
The Port of Gibraltar enjoys free port status and hosts frequent calls from many of the world's shipping lines, both passenger and freight.
Language
The official and spoken language is English although because of Gibraltar's close proximity to Spain, Spanish is spoken widely.
Currency
UK 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.
Exchange Control
None.
Type of Law
Common Law based on English Common Law.
Principal Corporate Legislation
Based on the United Kingdom 1929 Companies Act (as amended) and the Companies Ordinance 1984 (as amended).
Company Information
Type of Company for International Trade and Investment
Exempt Company.
Procedure to Incorporate
Filing of Memorandum and Articles of Association, Statement of the Situation of Registered Office, a statement declaring the Authorized Share Capital and a Declaration of Compliance.
Restrictions on Trading
Cannot trade within Gibraltar or undertake the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other activity associated with the finance industry.
Powers of Company
A company incorporated in Gibraltar has the same powers as a natural person.
Language of Legislation and Corporate Documents
English.
Registered Office Required
Yes, must be maintained in Gibraltar.
Shelf Companies Available
Yes.
Time Scale to Incorporate
Subject to name approval, a company can be incorporated within five working days.
Name Restrictions
Any name that is identical or similar to an existing company. Any name which, in the opinion of the Registrar, is undesirable or offensive. Any name that suggests royal or government patronage. Any English name, or their foreign language equivalent, which may imply a field of activity associated with the banking or finance industry.
» Language of Name
The name can be in any language that uses the Latin alphabet, but must be accompanied by a translation to ensure that the name is not prohibited or licensable.
Names Requiring Consent or a License
The following names or their derivatives: bank, building society, insurance, assurance, reinsurance, fund management, asset management, investment fund, trust, trustees, municipal, Chamber of Commerce, co-operative or their foreign language equivalents. 'International' and 'Gibraltar' cannot be used without consent unless they are bracketed.
Suffixes to Denote Limited Liability
Limited or Ltd.
Disclosure of Beneficial Ownership to Government Authorities
In order to obtain exempt status, an application has to be made to the Financial Services Commission. The application must include the name and address of the beneficial owner(s), and bank character references relating to the beneficial owners. This information is not on public record.
Compliance
Authorized and Issued Share Capital
Normally £2,000 divided in to 2,000 shares of £1 each. This being the maximum authorized share capital for the minimum capital duty payable upon incorporation. The authorized share capital may be expressed in any currency. The minimum issued capital is £100.
Classes of Shares Permitted
Registered shares, bearer shares (but unusual in the case of an exempt company), preference shares and redeemable shares or shares with or without voting rights.
Taxation
A Gibraltar Exempt Company is exempted from local taxation.
Double Taxation Agreements
Gibraltar is not a party to any double tax treaties.
License Fees
£450 per year.
Financial Statement Requirements
There is no requirement to file financial statements, but a company must keep records to reflect its financial affairs.
Directors
The minimum number of directors is one, who may be a natural persons or a body corporate. They may be of any nationality, and need not be resident of Gibraltar.
Company Secretary
All Gibraltar companies must appoint a resident company secretary, who may be a natural person or body corporate.
Shareholders
The minimum number of shareholders is one.
Schedule of Fees
| Basic Fees: Belize IBC | £ GBP | $ US DOLLAR |
|---|---|---|
| Gibraltar company registration | £300 | varies |
| Standard registration duty to Registrar of Companies. | £50 | varies |
| 0.5% capital duty on standard authorized capital (GBP 2000). | £10 | varies |
| Filing fees for Particulars of Directors and Return of Shareholders (GBP 5 each). | £25 | varies |
| Compliance with minimum local domicile requirements: provision of the registered address and resident secretary in Gibraltar, inclusive of the preparation and filing of the Annual Return. | £225 | varies |
| Obtaining Apostille on set of copies | £50 | varies |
| Obtaining Notarizations on set of copies | £50 | varies |
| TOTAL FIRST YEAR FEES: | £710 | varies |
| Additional Services: | £GBP | $US DOLLAR |
| Corporate Seal | £ 25 | varies |
| Obtaining a Notarial Certification | £ 50 | varies |
| Obtaining Apostille Legalization on any Notarized document | £ 50 | varies |
| Obtaining Apostille on Incorporation Certificate | £50 | varies |
| Any Extra Notarization or Apostille on Public Documents | £ 50 | varies |
| Urgent Apostille Legalization on any Notarized document | £ 110 | varies |
| Urgent Notarial Certification | £ 110 | varies |
| Provision of a Shareholding Service | £ 100 | varies |
| Provision of a Directorship Service (by a Corporate Entity) | On request | On request |
| Provision of a Directorship Service (by a Private Individual) | On request | On request |
| Provision of an Account Signatory | On request | On request |
| Issue and Signature of a Limited Power of Attorney | On request | On request |
| Bank Account Introduction (subject to status) | £350** | varies |
| UK Physical Nominee Director | £350 | varies |
| Obtaining Goodstanding Certificate | £100 | varies |
| Annual Fees: | £GBP | $US DOLLAR |
| The annual filing fee to the Gibraltar Registrar of Companies. | £50 | varies |
| Annual Maintenance | £300 | varies |
We will calculate the exchange rate for US$ and €EURO when we quote your structure.
**Depends on jurisdiction.