Gibraltar Companies

Shareholders

Gibraltar companies must have a minimum of one shareholder who may be corporate or individual.  Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders.  Bearer shares cannot be issued.

Directors

Gibraltar companies must have a minimum of one director who may be corporate or individual.  Details of the directors appear on the public file but anonymity can be preserved by the use of third party directors. Most onshore countries have provisions within their tax legislation whereby any company, no matter where it is incorporated, which is managed or controlled from within their jurisdiction will be tax resident there and taxable on its worldwide income at local rates.  For example, any offshore company which had UK based directors would be tax resident in the UK and subject to UK tax on its worldwide income.  Failure by the directors to declare the liability of the offshore company to UK tax would be an offence with potentially very serious consequences. 

Most other onshore countries have similar provisions within their tax legislation so it will rarely be advisable for onshore resident clients to act as the directors of an offshore company. To establish an offshore tax residency for the company we can provide professional third party directors and in most cases it is essential to take this service if tax savings are to be made.

Qualifying Company

Under the Income Tax (Amendment) Ordinance 1983 and the Income Tax (Qualifying Companies) Rules 1983, foreign owned companies may apply for qualifying status whereby profits not remitted to Gibraltar are taxed at such rate as may be prescribed but not less than 2% and not more 35% provided:

• The company has a minimum paid up share capital of £1000
• No Gibraltarians or residents of Gibraltar own shares in the company
• The company does not carry on business or trade with Gibraltarians or residents of Gibraltar
• A qualifying certificate fee of £250 is paid on application
• A £1000 deposit is lodged with the Gibraltar Government as security for future taxes.

Nominee shareholders may be used.  Application for qualifying status is made to the Financial & Development Secretary.

Trade Prices for a Gibraltar Company

The identity of the Directors and Shareholders of Gibraltar companies are required to be filed at the Gibraltar Companies Registry although these can be Nominees.

Gibraltar companies are required to identify commencement dates for their financial years during the period 1st April to 31st March, and to file a Balance Sheet at the Companies Registry relating to their chosen year long fiscal period within 13 months from the chosen financial year end. These Balance Sheets will be required to be signed by the Directors of the companies, and there will be no requirement for these Balance Sheets to be audited.

The moment that a Gibraltar company chooses to open a bank account in Gibraltar, it may be deemed to be carrying on business in Gibraltar, so an application for Tax Exempt Status is to be recommended in order to avoid any tax liability in Gibraltar.

So long as your clients' Gibraltar companies keep their business exclusively outside Gibraltar, they will be able to argue non-residency for tax purposes in Gibraltar. What this means in effect is that clients who have an interest in a Gibraltar non-resident companies should consider opening bank accounts anywhere else in the world except Gibraltar, unless of course, they want to proceed with obtaining Tax Exempt Status for their companies.