Incorporating a Gibraltar Company - Registration Procedure

The difference, essentially, is that the registration of a tax-exempt company has two stages, whereas the non-resident company is already complete at stage one. After the Certificate of Incorporation is obtained from the Gibraltar Registrar of Companies, it marks the creation of the company as legal person. Depending on its desired tax status, such company may qualify into one of two categories:

A non-resident company

If it has foreign beneficial owners only, does not trade locally in Gibraltar and does not remit its income into Gibraltar. Such company does not have to register for tax purposes in Gibraltar at all, for as long as it continues to trade internationally. Such company will not be considered as tax-resident in Gibraltar. Note, however, that a non-resident company may become liable to register for tax purposes elsewhere, either where it is actually managed, or where it carries out its actual business.

A tax-exempt company

This would initially be the same non-resident company (same general rules apply to its owners and non-trading in Gibraltar). However, this company would make an individual application to the Gibraltar Finance Centre for the special tax-exempt status. When granted, the tax-exempt status allows the exempt company to be locally managed in Gibraltar. Perhaps more importantly, such company would formally be considered as taxpayer (tax-resident) in Gibraltar. This may be very important when engaging into business with other firms situated in high-tax countries. While formally being considered tax-resident in Gibraltar, the exempt company actually pays only a fixed low amount of tax, usually GBP 225 per annum.

Registration

Upon confirmation of your order, we will prepare the Memorandum and Articles of Association and other mandatory documents required to register your Gibraltar company. There is no need for you to sign any incorporation documents. They are all prepared by us on your behalf. We will pay the applicable capital duties and registration fees. Then the documents will be filed to the Gibraltar Registrar of Companies. We will also provide the registered address and resident Secretary for your Gibraltar company. These services are mandatory in order to comply with the minimum local presence rules.

Documents

The set of corporate documents for a Gibraltar non-resident or exempt company will always include the standard logical sequence of documentation: original Certificate of Incorporation, Memorandum of Association, Articles of Association, First Minutes (showing all appointments of officers and allocations of shares), copy of the Declaration of Compliance, share certificates. If there is a directorship or shareholding service integrated into the Company structure, additional documentation may include share transfer forms or declarations, special powers of attorney, additional corporate resolutions etc, as the case may be. For an exempt company, an Exemption Certificate is obtained during stage 2.

Certification

In most cases your company documents will probably need to be certified. Documents issued in one country would usually be acceptable only within that one country. A document can be certified by a Notary or by a government officer - for example, by the Registrar of Companies - but this is still a purely local certification. There are certain exceptions. For example, Gibraltar documents may often be accepted in the UK without specific certification, because Gibraltar is part of the UK. But don't rely on that.

Why would I need that additional certification?

If you intend to open a foreign bank or securities account for your offshore company, to purchase a real estate in the name of your offshore company, to register a branch or a joint venture with your offshore company, or to enter into any similar deal where you would have to show the company documents to a third party outside Gibraltar - you will most probably be asked that the documents be properly certified by Apostille.

For these purposes, but only if confirmed in the Order, we would usually arrange Apostille certification for one full set of copies of all primary sequence of incorporation documents. Additional sets can be arranged as and when required. To be on the safe side, a separate legalisation of the original Certificate of Incorporation is available, same as for any other separate document.

Any specific requests as to the form, contents and certification of the corporate documents can be completed in due course at your request so that the configuration of your Gibraltar company is exactly as you want it to be.

Timing. From the time of order, the incorporation of a Gibraltar company normally takes 4 to 6 days, of them most taken by the Registrar of Companies. Expedited "next day" Registrar service is available at extra cost of GBP 50. Additional certification (Notary and Apostille) may take another 2 to 6 days, the exact timing depends on the workload of the relevant certification offices - and this is something we cannot really control. All-in-all Gibraltar is not the fastest place on earth to get through an offshore incorporation, but we believe its well worth the wait.

Application for the tax-exempt status

For non-resident companies, the work is completed after the Certificate of Incorporation is received from the Registrar, officers appointed, shares allocated and documents certified. At this stage, a non-resident company may commence its international operations.

For exempt companies, however, there is the 2nd stage, during which the company applies for the special tax-exempt status in Gibraltar. For this purpose, there is a set of application documents and forms which need to be prepared and submitted to the Gibraltar Finance Centre. In addition to the standard forms, the application file will need to contain a set of copies of documents identifying the ultimate beneficial owner, a detailed business description of the company, a bank or professional reference addressed to the Gibraltar Finance Centre director. Preparation of some of these documents will require input from the owners of the company. Upon filing this application and its review by the Finance Centre, an Exemption Certificate is issued to the company. At that stage the formal registration procedures are complete for the tax-exempt company.

Post-incorporation arrangements / company management

After the registration procedures are completed, the company may commence its business. Its operations and management can be arranged in several different ways. For a more detailed description of this very important aspect please read our company management section.

Annual maintenance

All Gibraltar companies have their annual renewal periods linked to the annual anniversary of the registration date. Every company is supposed to file the annual administrative return and a set of accounts to the Registrar of Companies, together with the respective filing fee. Exempt companies are also due to pay the annual exempt tax.

Depending on the service arrangements and the type of the company, much of these formalities are taken care of by us independently. However, clients' input is required in order to prepare the accounts. Clients are usually contacted one month before the due date for their company with a request to confirm the renewal of the company. Upon confirmation, the renewal service fees become due and payable and the necessary renewal formalities are carried out by us.