GIBRALTAR

OFFSHORE INCORPORATION

COMPANIES IN GIBRALTAR
CHARACTERISTICS

GENERAL
Type of Company - Non-resident
Political Stability - Good
Common or Civil Law - Common
Disclosure of Beneficial Owner - Yes
Migration of Domicile Permitted - Yes
Tax on Offshore Profits - Nil
Language of Name - Latin alphabet

CORPORATE REQUIREMENTS
Minimum Number of Shareholders / Members - One
Minimum Number of Directors / Managers - One
Bearer Shares Allowed - No
Corporate Directors / Managers Permitted - Yes
Company Secretary Required - Yes
Standard Authorised Capital - £ 2,000

LOCAL REQUIREMENTS
Registered Office/Agent - Yes
Company Secretary - Yes
Local Directors - No
Local Meetings - No
Government Register of Directors / Managers - Yes
Government Register of Shareholders /Members - Yes

ANNUAL REQUIREMENTS
Annual Return - Yes
Submit Accounts - No

GENERAL INFORMATION

INTRODUCTION
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 centre.

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 fibre-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

NON-RESIDENT COMPANY

PROCEDURE TO INCORPORATE
Filing of Memorandum and Articles of Association, Statement of the Situation of Registered Office, a statement declaring the Authorised 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 LICENCE
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 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

AUTHORISED AND ISSUED SHARE CAPITAL
Normally £ 2,000 divided in to 2,000 shares of £ 1 each. This being the maximum authorised share capital for the minimum capital duty payable upon incorporation. The authorised 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.

BEARER SHARES PERMITTED
Not available.

TAXATION
A Gibraltar Exempt Company is exempted from local taxation.

DOUBLE TAXATION AGREEMENTS
Gibraltar is not a party to any double tax treaties

LICENCE FEES
£30 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.

GIBRALTAR OFFSHORE COMPANIES
GENERAL SURVEY

Gibraltar offshore companies (Gibraltar non-resident companies are their official name) offer unique opportunities to do your business tax efficiently and within EU.

Gibraltar is situated at the south-western coast of Spain. Its population is 30,000. The official language is English, but Spanish is widely spoken, so it is a truly bilingual country.

Gibraltar is a stable politically and economically jurisdiction. It is a member of European Union since 1973, but is excluded from the VAT system and the Common Customs Union.

Gibraltar has been a British colony since 1704, but the Colony has its own authorised Government. Great Britain is responsible for foreign and defence affairs of the country, but the local government is free to bring their own legislation as regards financial matters, including company and taxation legislation. The main corporate legislation is The Companies Ordinance Act of 1984 based on the amended English Company Law of 1929. There are two main types of Companies: Gibraltar Non-resident Company and Resident Company. But from 1st of July, 2003 due to the reform the division between resident and non-resident companies in Gibraltar will be abolished. The Gibraltar Government announced that it is to introduce a Zero rate of tax on Company profits for ALL Gibraltar companies whether they are local or international, whether they are doing business locally or abroad. The main benefit of this new law is that third parties (i.e. foreign authorities) will not be able to distinguish between "offshore" and "onshore" companies. It is expected that such companies will receive much less discrimination throughout Europe and worldwide.

Gibraltar takes a full advantage of its geographical position and benefits from shipping trade. The economy of the country is dominated by tourism industry, but in the recent years financial sector has experienced steady growth and now accounts for 20% of GDP. The currency is the Gibraltar Pound. It is on a par with the British Pound Sterling. Gibraltar has no exchange controls.

Overall, by choosing Gibraltar as your offshore tax haven you choose political and economic stability for your investment, tax free income and profits for offshore companies.

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