Gibraltar Company Formation

Gibraltar is a British territory or British colony located on the southern tip of the Iberian Peninsula. In addition to the peculiarities of the language that the local population uses in communication – Yanito, the inhabitants of this country can boast of knowledge of both English and Spanish. In addition to the interest of tourists in exploring new territories, and traditions, Gibraltar can be an attractive option for starting a business. Before you figure out how to register a company in Gibraltar, you should analyze all the “pluses” that the owner of the firm will receive when registering an enterprise in this beautiful place.

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Benefits of registering a company in Gibraltar

Registering a business in a British overseas enclave offers many advantages, which include the following:

Strategic location

The British colony’s location on the southern tip of the Iberian Peninsula provides businesses with easy access to both European and African markets. This factor has a positive effect on business, the main type of which is trade.

Access to the EU

Although The above-mentioned overseas territory is not part of the EU, until 2020. It had access to EU markets through UK membership. Despite Brexit, this enclave has maintained a unique relationship with EU countries through a negotiated agreement.

English-speaking environment

English is the official language of this overseas territory. This language advantage contributes to the smooth operation and interaction with customers and partners around the world.

Stable legal and regulatory framework

This British overseas territory operates under the Anglo-Saxon system of law, which provides a safe business environment and assures businesses that disputes will be dealt with fairly.

Reputation

The British colony is a respected international financial centre with an excellent reputation for transparency and adherence to international standards such as AML and KYC.

Tax Benefits

British overseas territory enjoys a favourable tax regime, including a low corporate tax rate of 10,00 % (significantly lower than in many other EU countries).

Ease of business formation

It is possible to register a legal entity within one week. For company formation in Gibraltar, one owner and one director are enough. It’s possible to use the nominal service.

It is not necessary to come to open a bank account.

The entire verification procedure can be carried out remotely – via a video call. Gibraltar company registration has its advantages, but it also has its disadvantages (like any other country). When creating a business, you need to evaluate a combination of factors. To open a company in Gibraltar to make a real profit, and not create problems even at the initial stage of business formation, it is important to contact a specialist who knows how and knows how to Gibraltar offshore company setup as profitably as possible.

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Types of company registration in Gibraltar

British colony offers several types of enterprise formation that you can choose from to set up your business.

Private Limited Company (LLC)

The most common type of business registration in Gibraltar and probably in most countries of the world. It is a separate legal entity with limited liability to its shareholders. The minimum requirement is one director and one shareholder. You also need the address of the local registered office.

Public Limited Company (PLC)

Like an LLC, a PLC can offer shares to the public. It must meet additional regulatory requirements and have a minimum share capital of £50,000.

Limited partnership

In this form of legal entity, there is at least one general partner with unlimited liability and one partner with limited liability.

Partnership

This type of legal entity is created by two or more individuals or legal entities who share profits and losses in accordance with a partnership agreement. In addition, each partner bears unlimited liability for the debts of the partnership.

Limited Liability Partnership (LLP)

An LLP includes partnership and LLC elements. Partners have limited liability.

Sole Entrepreneur/Entrepreneurship

Individuals register as individual entrepreneurs or owners. In this case, there is no legal distinction between an individual and a business entity, and the individual has unlimited liability.

Branch of a foreign business

If foreign enterprise companies want to expand their business in the British colony, it is enough to register a branch. The branch is an extension of the foreign enterprise and must comply with local reporting requirements.

Non-Resident Enterprise

This is a type of legal entity registered in a British overseas enclave but conducting its business primarily outside of the British colony.

In general, for Gibraltar company formation it is important to determine business goals and partners in order to choose the right form of doing business.

Requirements for setting up a company in Gibraltar

Establishing a business in this British overseas territory, like in any other country, is a process that requires consistent actions and certain requirements. So, to carry out company registration in Gibraltar, you will need to decide on the following:

Purpose of registering firm

The most primitive, but at the same time the most important point before starting an active business is to determine the purpose of creating a business. Based on the goal, it will be clear which type of legal entity is more impressive, and which name should be chosen.

Type of legal entity

Decide on the type of firm you want to create, taking into account the characteristics of each legal entity, for example, in terms of liability.

Name of future enterprise

Wherever you open your business, it is important to choose a unique name that should not be the same as an existing one. You can check the availability of the name at Companies House.

Decide on the legal address

The enterprise must have a registered office address in the British colony. Official documents and notices can be delivered to the firm at this address. It is important to note that this address must be a physical location and not a post office.

Appoint a director

A legal entity registered in a British overseas enclave must have at least one director, who may be a natural or legal person. Directors may be of any nationality and do not have to be residents of this overseas enclave. There are no specific requirements for the minimum number of directors.

Decide on the shareholders

To form a business in the British colony, you need at least one shareholder. Shareholders may be natural or legal persons and may be of any nationality.

Appoint a secretary

Although not mandatory, it is advisable to appoint a legal entity secretary. The firm secretary may be a natural or legal person.

Prepare a Memorandum and Articles of Association

You will need to prepare these documents that clearly state the business’s rules, objectives and internal regulations. These documents must be submitted to Companies House.

Establish the share capital

You need to determine the size of the share capital of the legal entity. Enterprises incorporated in British colony often have a minimum authorized share capital of £100.

Legal entity registration

You need to register your business yourself or with the help of experts at Companies House. To do this, you provide all the necessary documents and pay the fees. The information about the newly-founded entity is entered into the Business Register maintained by the Companies House. Remember to register for tax and social security purposes.

Availability of licenses and permits

Depending on the type of activity you have chosen, you need to make sure in advance that you do not need permits – a license for the legal entity to conduct its business.

Opening a bank account

Open a bank account for your business. Many international and local banks operate in British colony and offer a wide range of banking services.

Annual Compliance

Upon incorporation, your firm must meet annual compliance obligations, which include the filing of annual returns, and financial statements, and the payment of an annual renewal fee. In addition, it is very important not to forget about the peculiarities of taxation of business. It is important to closely monitor the legislation for, for example, changes in rates.

Strict record keeping

The proper financial and corporate records of a firm must be clearly maintained.

Local Presence

The conduct of business by a firm may take place remotely. However, depending on the nature of your business, a local representative or physical presence in this overseas enclave may be required.

Compliance with the Laws

Although a business must be registered under the requirements that apply to all enterprises incorporated in British overseas enclaves, some international rules and regulations may apply to you if the business you registered plans to engage in international trade.

The above requirements are only the basic points for the Gibraltar company formation. For these requirements to apply to a particular case, it is important to always get high-quality legal assistance based on the latest changes in legislation.

Documents to be presented for Gibraltar company registration

For Gibraltar company formation, you will need to provide the following information and documents:

Choose a unique business name and type;
Indicate the legal address of the registered office , where official documents and notices will be delivered. This address must be in the territory of the British colony.
Provide detailed information about shareholders and directors: full names, addresses of residence and nationality (provide certified copies of passports of directors, shareholders and the proof of address for directors, shareholders: an original or certified copy of a utility bill, bank statement, credit card statement, copy of driver’s license, or ID no older than 3 months). Remember that the minimum requirement is one director and one shareholder. These can be individuals or legal entities.

Appoint an enterprise secretary (individual or legal entity). Full names, residential addresses and nationality must be provided.
Decide on the structure of the share capital. Provide details of the classes of shares and the rights attached to each class, if applicable.
Create a Memorandum and Articles of Association that set out the firm’s constitution and internal governance rules.
Prepare a Declaration of Conformity confirming that all legal requirements for business formation have been met.
Pay the required registration fees, which may vary depending on the type of business.

Services offered by FHC

FINTECH HARBOR CONSULTING has specialists on its staff who understand all the intricacies of Gibraltar company formation. Employees of FINTECH HARBOR CONSULTING constantly monitor changes in legislation, monitor the processes of requirements for Gibraltar company registration, obtain licenses, as well as open accounts.

We are ready to help with:

Business Formation

There are many ways to organize your business from sole proprietorship to complex structured legal entities. Consulting a good lawyer who knows all the “pros” and “cons” of a particular form of business will bring good bonuses in the future. FINTECH HARBOR CONSULTING lawyers will tell you about the documents required to create your business, the specifics of the authorized capital, and also advise on the requirements for the number of shareholders, directors or secretaries of the company (depending on the jurisdiction that the client is considering for future business activity);

Licensing

Are you planning to engage in gaming or forex? This activity requires licenses. Contact FINTECH HARBOR CONSULTING, we will offer you the best options based on your business development plans.

Opening an account

If the legal entity is already registered or you are just considering options for registering a business, but are already thinking about where to open an account, outline your plans to a FINTECH HARBOR CONSULTING lawyer. You tell us about your ideas, we give professional advice. An account, bank or EMI should work for your business. FINTECH HARBOR CONSULTING specialists are well-versed in the requirements that financial institutions impose in order to open an account. We can easily estimate the probability of opening an account based on the direction of your enterprise’s activities. We will analyze the activities of your business and point out “weak points” that may affect the opening of an account.

Preparation and execution of policies, and rules

Do you plan to collect and process the personal data of customers/users? Is there a need to comply with policies aimed at combating money laundering (AML)? BUT you don’t know where to start and what the above documents look like? Welcome to consult IT lawyers with FINTECH HARBOR CONSULTING. We will evaluate the legal entity’s website, activities, and permits (if any) and offer options for the necessary documents (develop privacy policies, cookies and more).

Contracts

Any business cannot exist without agreements set out in contracts. It doesn’t matter where your business is located, it doesn’t matter what jurisdiction your partner is in, if you want to secure agreements not only with a “handshake”, but also on paper, FINTECH HARBOR CONSULTING lawyers are ready to offer your standard templates or develop any types of contracts to suit your wishes. A good lawyer will protect you from any missteps in the future.

Trademark and Intellectual Property

Have you registered a legal entity and would like to keep the uniqueness of its name? Please, FINTECH HARBOR CONSULTING lawyers, who have many years of experience in the field of intellectual property and trademark registration, are ready to listen to your wishes and evaluate existing documents.

The list of FINTECH HARBOR CONSULTING services in matters of Gibraltar company registration is not exhaustive. You only need to write or call us with one question: How to establish a business? We will provide you with a full consultation and listen to your wishes.

FINTECH HARBOR CONSULTING is a reliable legal support when registering a legal entity in any jurisdiction.

The process of Gibraltar Company Formation

If you want to set up a business in a British overseas colony, there are a number of requirements that must be met:

1. Determine the purpose of creating a business

Decide on the goals of your future business, create a business plan.

2. Select the type of legal entity that will be registered

Choose the structure of your business.

3. Special company name

Reserve a unique enterprise name with further approval from the Companies House.

4. Appoint a registered agent

Every firm in an overseas enclave must have a registered agent and a registered office address in this overseas enclave.

5. Authorized capital and shareholders

Decide on the size of the authorized capital and directly with the shareholders themselves. Allows single-member companies and there are no special requirements regarding the citizenship or residency of the shareholders.

6. Write a legal document during a company's formation and registration process

Prepare the Memorandum and Articles of Association. These documents set out the goals, structure and internal rules of the enterprise.

7. Company registration

Submit the required incorporation documents to the Companies House, including the Memorandum and Articles of Association, details of the shareholders, directors and the address of the registered office.

8. Permits/licenses (if necessary)

Depending on your business activities, you may require special regulatory approvals or licenses from the British colony authorities.

9. Registration payments and annual fees

Pay the required registration and annual fees to the Companies House;

10. Bank account

Open a bank account for your business.

11. Business taxation

12. Financial reporting and filing of declarations

Track the timely filing of annual financial statements and tax returns.

The above steps are the basis for registering a business. Each case is individual. Therefore, if you have thoughts on registering a company in a British overseas colony, but you do not know how and what to do correctly, contact qualified specialists!

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How much is the registration of a company in Gibraltar?

Directly registering business costs 33 euros.
Memorandum and articles of association: The cost depends on the service provider.
Payment for secretary. The cost of enterprise secretary services cost depends on the service provider.
Companies registered in the territory of a British colony must have a registered office. Office fees also vary.
Nominee director/shareholder: Depending on the business registration services, the cost of a nominee director will be from £2,300.
We shouldn’t forget that accountants, compliance with tax requirements also require the help of third-party specialists. And, of course, extra pay.

Is a visit required to register my company?

A Gibraltar company formation is completed remotely, no visits are required.

What types of business licenses do I need when opening a company in Gibraltar?

Under the Fair Trading Act 2015 (FTA) any person wishing to carry on business in a British colony by trading in goods or providing a service, must hold a valid business license issued by the Business Licensing Authority (BLA) (excluding situations when the relevant business is already licensed by separate local legislation).
Trade includes, but is not limited to, the buying or selling whether by wholesale or retail, of any goods by way of a business and also means the importing of any goods into a British colony in commercial quantities.
Services, to include, but not limited to:

construction services road transport contracting and crafts;
business-related services to include office maintenance, management – consultancy, event organisation, debt recovery, advertising and recruitment services;
tourism services to include travel agents;
leisure services to include sports and amusement centres;
installation and maintenance of equipment;
online services provided from British overseas enclave;
information society services to include publishing – print and web, news agencies, computer programming;
Accommodation and food services to include hotels, restaurants and caterers;
training and education services;
rentals and leasing services to include car rental;
real estate services;
beauty therapists and hairdressers;
car repair workshops;
builders/carpenters/plumbers/electricians and decorators; and – self-employed persons who provide services.

Are there any residency requirements for company directors in Gibraltar?

The director of enterprise need not be a resident of a British overseas enclave . However, it should be noted that residence confirms the management and control of above mentioned overseas enclave business, based on which tax residence in the British colony and many other jurisdictions are determined.

Filing of Annual Return: Enterprises incorporated in British colony are required to file an annual return with Companies House. This report includes information about the directors of the firm, shareholders, the address of the registered office and the financial condition of the business .
Filing of financial statements: Firms must prepare and file annual financial statements. The format and accounting standards of these statements must comply with the laws of the overseas enclave and International Accounting Standards.
Tax Compliance: There is a territorial tax system, which means that companies are taxed only on income generated in the territory of the British colony.
Passing an audit: Some enterprises may need to have their financial statements audited by a qualified auditor. Audit requirements may vary depending on the size and type of business.
Compliance with labour laws: If a firm employs personnel in the British colony , it must comply with labour laws and regulations, including employment contracts, minimum wages, and health and safety requirements.
Strict AML/CFT Compliance: The territory of the British colony has strict anti-money laundering (AML) and anti-terrorist financing (CFT) regulations. Enterprises, especially in the financial sector, must comply with these rules and have a sound AML/CFT policy.
Holding a meeting of companies: Firms are required to hold annual general meetings (AGMs) and keep minutes of these meetings. In addition, important corporate decisions and resolutions must be documented and filed with Companies House.
Maintaining a register of shareholders: it is necessary to keep accurate and up-to-date records of shareholders and their blocks of shares.
Statutory Books and Records: Enterprises are required to maintain various statutory books and records, including registers of directors, registers of accusations, and registers of members.
Protection of personal data. Compliance with data protection laws such as the EU General Data Protection Regulation (GDPR) is essential if a business processes personal data.
Payment of Annual License Fees: Legal entities registered in this overseas enclave generally pay an annual fee to the GFSC or other relevant authorities.

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