Offshore Gibraltar Company Registration, Formation and Online Business Incorporation in Gibraltar: Open an Offshore Bank Account in Gibraltar
: The majority of incorporations for tax-optimisation purposes in Gibraltar take the form of a private company limited by shares. Trusts are another popular option in Gibraltar and can be used as a stand alone entity or in conjunction with an international business company. Gibraltar has become popular jurisdiction for the offshore companies' incorporation due to its English-based legal system. The Gibraltar legislation was based on the United Kingdom model. In addition, full-ranged, high-tech and international banking services empower Gibraltar as an ideal jurisdiction, so that Gibraltar has been experiencing a fast growth in the formation of offshore companies. Foreign companies enjoy a flexible corporate structure making Gibraltar a dynamic leader globally in the offshore company formation.
Gibraltar Company Formations Agent – Offshore Companies Registrar New Non-Resident Company & Gibraltar Offshore Banking
: The Gibraltar Companies Ordinance is based on the Companies Act 1929 of the United Kingdom. Amendments have been made from time to time in keeping with the development of Gibraltar as a finance centre. All limited companies (except those which are non-profit making) are required to file accounts at Companies House in respect of each financial year commencing 1 April 2000. This requirement follows the provisions of the EU fourth and seventh company law directives. Each company is required to submit an annual return to the Registrar of Companies which contains details of the shareholders, directors and the capital of the company. The information available at the Registry is open to public inspection. Gibraltar law allows for the formation of many types of business entity, such as: private companies limited by shares, private companies limited by guarantee, non-resident limited companies, public companies limited by shares, Gibraltar branches of foreign companies, general partnerships, limited partnerships, limited liability partnerships (LLP) sole proprietorships, and trusts. Gibraltar is no more an offshore centre since 30 June 2006, no new exempt company certificates are being issued from that date.
Gibraltar Non-Resident Company Name Registration & Small Business Start-Up Help in Gibraltar
: We provide business registration services in Gibraltar (Rock of Gibraltar) and the subsequent support required for the smooth operation and legal maintenance of Gibraltar companies - such as provision of the registered address and registered agent, provision of nominee directors, nominee secretary and nominee shareholders, preparation and filing of the necessary returns and a range of further corporate services. The formation of your Gibraltar business company usually takes as little as five to eight days from the time that your application and payment are received by Coddan.
Coddan offers three packages which are designed to meet the varying needs of our clients. All of our packages include the provision of a local registered agent and a local registered office address in Gibraltar, both of which are statutory requirements. Our Economy package is perfect for those wishing to form a company with their own officers. If you do not have the requisite minimum officers, or if you prefer to maintain a level of anonymity for legitimate business reasons, our Premier and Deluxe packages are the perfect solution. With our Premier package, Coddan will act as a nominee secretary for your company. In addition to a local nominee secretary, our Deluxe package includes a nominee directorship for your company. We may also help you to establish and open an offshore bank account in Gibraltar for your company.
You can update the price banner on the main offshore services page with the relevant information from below:
This is one of our most popular packages with worldwide customers, and includes: -
The registration your offshore non-resident company in Gibraltar from scratch using our registered agent & registered office address, and appoint your own candidates to the roles of director, and shareholder;
The standard capital on formation is £2,000 divided into 2,000 shares valued at no par value or £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for non-resident company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
A local registered office address and a local registered agent (both of which are statutory requirements in Gibraltar) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The formation of a private non-resident company in Gibraltar usually takes as little as five to eight working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates.
Premier Package
£ 935.00
Annual Maintenance Fee £600.00
This is another one very popular package with worldwide customers, and includes: -
The registration your offshore non-resident company in Gibraltar from scratch using our registered agent & registered office address, and appoint our own candidate to the role of a nominee ecretary, and appoint your own candidate to the role of a director and a shareholder;
The standard capital on formation is £2,000 divided into 2,000 shares valued at no par value or £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for non-resident company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
A local registered office address and a local registered agent (both of which are statutory requirements in Gibraltar) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee local secretary for 12 months (which is also a statutory requirement) is also included in the price of this package (our nominee secretary service is charged annually);
The formation of a private non-resident company usually takes as little as five to eight working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates.
Deluxe Package
£ 1285.00
Annual Maintenance Fee £950.00
This is our most popular package with worldwide customers, and includes: -
The registration your offshore non-resident company in Gibraltar from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director, and a nominee secretary. We will appoint your own candidate to the role of a shareholder;
The standard capital on formation is £2,000 divided into 2,000 shares valued at no par value or £1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for non-resident company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
A local registered office address, a local registered agent, and a local nominee secretary (all of which are statutory requirements in Gibraltar) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The formation of a private non-resident company usually takes as little as five to eight working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
Incorporation Legal Requirements
A non-resident company in Gibraltar cannot trade within Gibraltar or own real estate in the jurisdiction of Gibraltar. It may however trade with other exempt or qualifying companies or non-resident persons.
The company is required to have a registered office address and a registered agent in Gibraltar.
The company is required to have a local reident secretary in Gibraltar.
At minimum, one director must be appointed.
There is no maximum number of directors.
A director can be of any nationality.
Directors can be corporate bodies or private individuals.
At minimum, one shareholder must be appointed.
The same person may be both a shareholder and a director.
Company officers must be residents outside of Gibraltar.
The minimum paid in and issued capital may be just one share which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in British pounds or in any recognizable currencies.
A non-resident company's records and accounts need to be filed with the Gibraltar authorities.
A non-resident company registered in Gibraltar will not be liable to Gibraltar taxation, including income tax and estate duty, if it's owned and controlled by non residents of Gibraltar, does not trade in Gibraltar and does not remit income to Gibraltar.
GIBRALTAR OFFSHORE COMPANY FORMATION & OFFSHORE BANKING - INCORPORATE NON-RESIDENT COMPANY, ASSET PROTECTION TRUST, BUSINESS START-UP, COMPANY REGISTRATION IN GIBRALTAR
Guide to Gibraltarian Companies Incorporation and Local Taxation in Brief
Gibraltar is a peninsula at the Southern tip of Spain and is a Crown Colony responsible for its own self-government in relation to domestic matters. The United Kingdom is responsible for defence, foreign affairs, financial stability and internal security and Gibraltar's legal system is based on English Common Law. The official and spoken language is English although because of the country's close proximity to Spain, Spanish is spoken widely.
Gibraltar does not apply any capital gains tax, inheritance tax, wealth tax, gift tax, VAT, withholding tax, and no tax on interest or gains made on monetary investments. In Gibraltar, there are no taxation on dividends and interest paid by a Gibraltar registered company to a non-resident company or non-Gibraltar private individual, which includes investors of funds and private foundations. There is also no withholding tax on dividends. Gibraltar has the territorial source principle of taxation - under the Gibraltar Income Tax Act; only profits which have a source in Gibraltar are taxable there. Profits sourced elsewhere are not subject to Gibraltar profits or income tax.
As from 1st January 2011, all real presence Gibraltar companies will move to the 10% corporate tax rate. This will not affect companies with any income accruing in, derived from, or received from Gibraltar sources, which will continue not to be liable to pay tax in Gibraltar.
General Advantages to Incorporate in Gibraltar: -
1. Good geographical location and bilingual (English and Spanish) community. 2. There is no minimum paid up capital requirement, and capital may be expressed in foreign currency. 3. Subscriber, director, secretary and a shareholder may include a private individual, a foreign corporation, partnership, or a trust. 4. Directors, secretary and shareholders can be of any nationality. 5. Gibraltar does not apply any capital gains tax, inheritance tax, wealth tax, gift tax, VAT, withholding tax, and no tax on interest or gains made on monetary investments. 6. In Gibraltar, there are no taxation on dividends and interest paid by a Gibraltar registered company to a non-resident company or non-Gibraltar private individual, which includes investors of funds and private foundations. 7. There is also no withholding tax on dividends. 8. Gibraltar has the territorial source principle of taxation - under the Gibraltar Income Tax Act; only profits which have a source in Gibraltar are taxable there. 9. Profits sourced elsewhere are not subject to Gibraltar profits or income tax. 10. Gibraltar is a reputable finance centre within the European Union.
The new 10% company provides real opportunities for companies to establish their holdings companies in Gibraltar and take advantage of this low rate of tax. Also, companies with activities which can sensibly be performed outside their country of origin, can operate through a real presence company in Gibraltar. For example, marketing, logistics planning, research, software development, web site maintenance, administrative functions, and any type of service which does not require the company to be present in the country of origin. These real presence companies can, for example, invoice their "mother" company and make a significant tax saving. There is, of course, the added advantage of no VAT, no capital gains tax, and no tax on investment income.
Although the rate does not apply to corporate trustees, the position of trusts has been improved by other measures. The government has decided to retain the territorial basis of taxation and will only tax income that accrues in or derives from Gibraltar. The new Act defines the concept of 'accrued in' or 'derived from' to amplify on the meaning from case law on which reliance was previously placed. The programme of removing streams of savings or passive income from taxation has also continued.
A low tax rate requires an economy that can sustain it.
That the 10 per cent tax rate is sustainable over the long term was demonstrated by the details of the state of the Gibraltar economy announced in the budget. At a time when most of the economies of the Western World are in trouble, the economy of Gibraltar is alive and well. In the year to 31 March 2010, economic growth was 5.4 per cent and the budget showed a surplus of £29.4 million on a Gross Domestic Product of £848 million. Public debt represented 15.2 per cent of GDP. The comparison is that the UK and much of the rest of the developed world are struggling with huge deficits; debt is 70 per cent or more of GDP in the UK and in many countries, approaching 100 per cent.
A territorial basis needs some sort of seal of approval that it is acceptable tax behaviour. Other jurisdictions already operate a territorial basis to some degree or other, but it is interesting and re-assuring to note that the UK government has recently launched a consultation paper exploring the possibility of moving parts of its own tax system to a territorial basis.
The Rock of Gibraltar, as it is popularly known, enjoys unique status as an offshore financial centre within the European Union so that it offers some distinct advantages as a base for commercial, financial and other business interests. The symbol of the Rock has long stood for stability and strength. This is reflected in Gibraltar's stable democratic status; though a Crown colony of the United Kingdom, in practice it is largely self-governing. Gibraltar's status and offshore tax capabilities offers clients substantial advantages, as it is the only British overseas territory that is part of the EU.
The term offshore is not used in Gibraltar legislation or in describing company forms. The main forms useful for offshore operations in Gibraltar are the Qualifying Company, the Gibraltar 1992 Company and the Trust. Non-resident companies also escape taxation on foreign income. Non-residents are taxable on their income received in Gibraltar, but not if it is channelled through a trust or an exempt or a qualifying company. Also bank interest is exempt from tax, although the EU's Savings Tax Directive, when it comes into effect in July, 2005, will mean that payments of interest and other savings returns made to EU citizens will be reported to their home tax authorities.
Under the Companies Ordinance 1930 all incorporated companies in Gibraltar are required to prepare accounts and have them audited by independent accountants. Auditors, who are individuals, are appointed by the directors of a company, must be independent of the company, and must be registered under the Auditors Registration Ordinance.
Choose Us to Register a New Tax-Free Private Limited Company in the Rock of Gibraltar
Our team of consultants will be pleased to assist with your enquiries related to establishing and maintaining international business companies, tax-free limited liability companies and partnerships or creating complex offshore corporate legal structures. On our web-site, you will find a number of useful tips and information, downloadable documents, which may help you to learn what to take into consideration when deciding among public companies, private limited liability companies, LLPs, limited partnerships, and other structures.
Our fully trained, experienced and efficient staff can help you start your own business in Gibraltar without the hassling, time-consuming and demanding aspects of paper work and red tape tangles. If you are seeking quality information and practical guidance to setting up and running your limited company in Gibraltar, we can assist you and provide a higher standard of support and advice than any other offshore company formation agency. Our expert team of professionals and consultants can get your tax-free company registered online directly from the ground up.
We understand that every individual organization has its own unique set of resources and circumstances which the company structure needs to channel. The right company structure can make the difference between achieving good and great results. If you are caught up in the maze of deciding the right type of business, allow us to help you out. We can provide you with the necessary assistant to help you set up your dream project of Gibraltar private company limited by shares, a company limited by guarantee and having a share capital, a company limited by guarantee and not having a share capital, Gibraltar trusts (private trusts, express private trusts, resulting trust, constructive trust, implied trusts, charitable trusts, fixed trusts, discretionary trust) and Gibraltar ship management and maritime company in just couple of days.
We provide different incorporation packages with the different options depending on your business needs; each package offers the complete formation of a non-resident company, which is usually ready to commence trading within couple of days. Our Gibraltar incorporation packages offer the perfect results for those people who are taking the first step into the business or smaller companies whose budget won't stretch to bespoke business solutions, there are no dumbfounds and no hidden charges, - what you see is what you pay! We can also assist clients with the special needs or requirements, we could make a tailor made package that would suit your personal needs and wants. If you choose us as your offshore corporate service provider, you will almost immediately realise that our team of proficient advisors, is your own dedicated support team.
Gibraltar company registration documents submitted electronically, which allows us to offer you a timesaving service and eliminate the necessity to complete the paper forms, sign them by your company officers, and certify by a solicitor or notary public. The formation of your Gibraltar non-resident company usually takes as little as five to eight working days from the time that your application, payment and due diligence documents are received by Coddan. To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation. Registration can sometimes take slightly longer. Although the majority of companies are incorporated within a maximum of five days, there may be occasions where the process takes longer due to circumstances beyond our control. Please note that, although your company will generally be registered in five to eight days, the preparation and delivery of your company documents typically takes slightly longer.
Setting-Up a Tax-Free Company in the Gibraltar: About the Annual Fees & Government Taxes
All companies must submit an annual return to the local authorities whether or not the company has traded. If a company has conducted no business, including however the activation of a company bank account, no duty, or general tax liability will exist. Non-resident companies must submit accounts but have no Gibraltar tax liability. Small companies (if they do not do business inside Gibraltar) do not have to appoint an auditor and have no obligation to submit audited reports. For all private companies the relevant documents must be filed within 13 months of the end of the financial year. If the financial year end is the company's first then the period allowed is the greater of 18 months from the date of incorporation or 13 months from the end of that financial year.
We are a business formation and business administration firm offers a comprehensive range of starting business solutions, corporate, legal, and tax advice. Since 1993, we have developed an excellent international reputation for providing the highest quality solutions and advice for our clients.
Register a Private Company Limited by Shares in Gibraltar
Gibraltar private limited companies are incorporated under the Gibraltar Companies Ordinance 1930 which is based on the English Companies Act 1929. A non-resident company limited by shares in Gibraltar must have at least one director, one shareholder, and must have a secretary. You need at least two persons to form this type of company. If there is only one director, and that director can also act as the shareholder and a second secretary. There is no maximum number of directors; a director can be of any nationality, directors can be corporate bodies or private individuals. The directors of your company can also be shareholders.
Company Formation Service
Offshore jurisdictions are often associated with large corporations and millionaires, but are in fact extremely well suited for small and medium businesses and individuals. Offshore companies adhere to the laws and regulations of the country in which they are situated. Coddan can help you set up a Gibraltar tax-free limited company in a very cost effective yet efficient manner and help you fully understand the many nuances associated with Gibraltar jurisdiction. Our services are completely legal and include the creation of various types of Gibraltar corporate and trust vehicles for reasons like international trading, intellectual property activities, securities and property holding and financial and estate planning through trusts. Our focus is to integrate and combine various estate planning processes into an estate plan with sensible asset protection components. When used in connection with an offshore trust, a Gibraltar corporation can become a very effective international financial or estate planning structure. Coddan helps you set up all major corporate business structures such as companies, trusts, foundations, bank accounts, giving you full freedom, security & confidentiality within the legal framework. We cater to the needs of both individual and professional clients all across the globe. We can help you with: -
Gibraltar limited company registration services
Guidance and support in the smooth functioning of the business structure
Maintenance of the incorporation
Special licensing applications
Specialist advisory on business & tax issues
Provision of company management & administration services
Preparation of corporate documentation, etc.
Provision of the registered address, agent and residing secretary
Provision of company management and administration services
Gibraltar bank account introductions
Mail forwarding
Preparation of corporate documentation
General administration
We are agile in business formation, integrating and influencing Gibraltar business entities with new or already present asset-protection structures in Gibraltar. Coddan CPM LTD grants you privacy and security, and wishes you success in your new venture. A meeting with one of our consultants is all that's required to start your incorporation process.
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Under the Gibraltar Companies Act, there is no restriction on any or all of the directors, secretaries and shareholders being from an overseas country (i.e. outside Gibraltar in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.
Create a Private Company Limited by Shares in Gibraltar: Memorandum and Articles of Association
To be an officially incorporated, a company' registered agent files an original memorandum and articles of association with the Company Registrar. These documents can be made in brief or very detailed, depending on the applicable company' law, on the standards adopted by us, and on the particular requirements of the client. The memorandum and articles of association of a non-resident company are designed mainly to set forth all the general parameters of the company. They are usually signed by the registered agent of the company, or its affiliated entity, or by a person called a subscriber or an incorporator. The initial subscriber subscribes for the legally acceptable minimum amount of shares in the company. After company incorporation, the initial subscriber may remain registered on public file and act as nominee shareholder, or the amount of shares that he holds can be transferred to a different shareholder, as required by the client.
Annual returns must be made to the Companies Registrar, and details of the shareholders and capital structure are held on the public files.
Establish a Limited Company in Gibraltar: Registered Office Address and the Place of Domicile
Your non-resident company must have a registered office address within Gibraltar; this is the official address of your company and will be on the public record as such. Companies Registrar, and other authorities will use the registered office address of your company to send official documents, and they will assume that such documents have been received by the company directors. Copies of the memorandum and articles of association, register of members, register of directors and copies of all notices and other documents filed by a company in the previous ten years must be kept at the registered office address. So long as you maintain a registered office address in Gibraltar, you can conduct your business from any place in the world, you do not have to run your business from your registered office address.
We offer a service whereby we supply a prestigious address for you to use as your company's registered office address and we forward your company's official mail to you. Our registered office address service is charged annually, and includes mail forwarding of an official mail (mail from Companies Registrar) overseas. Our price for the provision of the registered office address does not cover our expenses for the general business mail forwarding.
Start-Up a Private Limited Company in Gibraltar: Authorised Share Capital
Also know as share capital or nominal capital, the authorised capital of a company is the maximum amount of share capital that a company is legally permitted to issue to its shareholders. The nominal value of the authorised share capital is stated in the company's memorandum of association. It is generally best to nominate a high value for the authorised share capital at the time of formation to avoid the need to officially change it at some later stage. The authorised share capital sets a limit on the amount of money a company can raise through the sale of shares in the company. If a company sells too many shares, exceeding the maximum value allowed in its memorandum of association, and then the shares exceeding the authorised capital will be deemed to be invalid and ineffective. It should be noted that the full amount of the authorised capital need not be used: it represents a maximum limit, there is no minimum limit, so only a portion, or none at all, of the authorised capital need be issued as shares.
The standard capital upon formation is £2,000, this is divided into 2,000 shares valued at £1.00 each. It is not required to have all of the shares issued, but a minimum of one share must be issued. Contributions may include any type of asset - cash, property, services rendered, or a promissory note or other obligation.
Formation of a Company Limited by Guarantee in Gibraltar
The company limited by guarantee, and its sibling, the company limited by guarantee and having shares, have the nature of mutual companies, and as such have normally been used essentially for charitable and non-profit purposes.
Lately they have come to be used sometimes for private family foundations in place of discretionary trusts. In addition, they have been used for proprietary and members' clubs in the international leisure and timeshare resort industry, where they meet all the requirements of modern EU (and Spanish) law.
If the company is incorporated in Gibraltar, it must keep its register of shares within Gibraltar and have a provision in its memorandum and articles of association to the effect that its register will not be kept elsewhere. If the company is incorporated outside Gibraltar, it must keep a true copy of its register of members within Gibraltar.
The company must not, without the approval of the Financial and Development Secretary, carry on any trade or business in Gibraltar or with Gibraltarians or residents of Gibraltar except where these are other exempt companies. A non-resident company cannot manage and control its business from Gibraltar and have an office and staff locally.
Public Company Limited by Shares
A public company is defined as one which is not a private company and which has at the end of its name the words 'Public Limited Company' or 'P.L.C.'. A public company must have a minimum of two members.
Gibraltar Branch of an Overseas Company
If a foreign company intends to establish a branch or a permanent place of business in Gibraltar, it must within one month deposit with the Registrar of Companies a certified copy of its memorandum and articles of association, a list and particulars of its directors and company secretary, and details of one or more resident individuals authorised to receive notices and communications. Once registered, the foreign company will be treated in the same way as a Gibraltarian company, and can take exempt or qualifying status if appropriate.
Create a General Partnership in Gibraltar
Partnerships are governed by the Partnership Ordinance, which is based on the English Partnership Act 1890. Partners may be individuals or companies. In a general partnership, a partner's liability is unlimited. Under the Business Names Registration Ordinance, partnership names must be registered if they differ from the surnames of the partners. Partnership agreements and financial accounts do not have to be filed although a partnership that is resident in Gibraltar must submit accounts annually to the Commissioner of Income Tax. Partnerships are, of course, fiscally transparent. The minimum number of partners is two, and the maximum number 20, although this does not apply to professional firms.
A Limited Partnership Establishment in Gibraltar
Limited partnerships are governed by the Limited Partnership Ordinance, which is based on the English Limited Partnership Act 1907. Partners may be individuals or companies. A limited partnership consists of one or more general partners with unlimited liability, and one or more limited partners, who are liable only to the extent of their capital contributions. A limited partner does not take part in the management of the partnership and is not entitled to dissolve the partnership by notice. A limited partnership must file a statement with the Registrar of Companies giving details of general and limited partners, and the amounts of capital contributed, in order to benefit from limitation of liability. A limited partnership must have its principal place of business in Gibraltar.
Creation of an Offshore Trusts in Gibraltar
The basic law of trusts is contained in the Gibraltar Trustee Ordinance, which is virtually a copy of English trust legislation. Gibraltarian legislation affecting trusts also includes the Perpetuities and Accumulations Ordinance, the Trustee Investments Ordinance, the Bankruptcy Ordinance and the Trusts (Recognition) Ordinance. Appeal is to the Privy Council.
The Hague Convention has been implemented, but there are no provisions for the exclusion of foreign inheritance laws or for the nonrecogition of foreign judgements.
Under the Bankruptcy Ordinance there is statutory protection against creditors for asset protection trusts, providing the settlor is an individual, and was not insolvent at the time of the disposition, nor became so as a result of it.
Trust documents are in English, and there are no requirements for registration except that Asset Protection Trusts must be registered with the Registrar of Dispositions. There is no stamp duty. The normal perpetuity period of a Gibraltar trust is 100 years. There are no restrictions on the accumulation of income during the perpetuity period. Legislation has not yet been introduced to provide for purpose trusts.
Gibraltar Foundations
The Gibraltar Private Foundation Ordinance 1999 establishes a regime for foundations as 'vehicles for the holding of private assets endowed on the foundation for the benefit of identified persons or classes of persons', and is effective from 1st January 2000. Foundations may not carry on trading or financial services business. A foundation is established by a deed of endowment or by a deceased person's will, either of which constitute the Memorandum of Endowment.
A foundation has officers, with prescribed duties, a secretary, a registered office in Gibraltar, and a supervisory board. A foundation must be registered with the Registrar, who must be sent an annual return. A Register must be kept at the registered office with details of the various parties associated with the foundation. A foundation may re-domicile into or out of Gibraltar.
As your company formation agents, we can only act on information and instructions given to us. You should not assume that we have knowledge of any factual matters. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to U.K. law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. We do not hold ourselves out as offering tax advice, although we do not hold ourselves out as experts in the laws of any foreign country.
If you order an offshore company we usually require to send us by fax, email (as attachments in PDF, GIF or JPEG format) or mail: copy of the passport (with photo, signature and personal data pages) of the beneficial owner of the company; copy of the passport (with photo, signature and personal data pages) of the individual who contacts us and places order with us if he is not the beneficial owner. Beneficial owner is the individual who benefits from ownership of a company regardless of who holds title.
The Advantages of Gibraltar - Reasons for Setting up a Business in Gibraltar
Economy
Premier
Deluxe
Gibraltar non-resident company registration from only £735.00!
Our Gibraltar non-resident companies are formed as general trading companies. Because of their widely drawn memorandum and articles of association, they are able to conduct most kinds of business. We offer a range of Gibraltar incorporation packages designed to suit the varying requirements of our customers. Our Gibraltar company incorporation typically takes from between five to eight working days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address and registered agent. Upon formation of your Gibraltar non-resident company, we will courier all of the company documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR ECONOMY PACKAGE:
1. Nominee director service for 12 months - £350.00. 2. Nominee secretary service for 12 months - £200.00. 3. Nominee shareholders service for 12 months - £250.00. 4. Company rubber stamp - £17.00. 5. Apostilled certificate of incorporation - £120.00. 6. Apostilled certificate of incumbency - £165.00. 7. Apostilled certificate of good standing - £195.00. 8. Corporate kit - £40.00. 9. A Gibraltar domain name registration for two years - £215.00.
Gibraltar non-resident company incorporation from only £935.00!
Our Gibraltar non-resident companies are formed as general trading companies. Because of their widely drawn memorandum and articles of association, they are able to conduct most kinds of business. We offer a range of registration packages designed to suit the varying requirements of our customers. Our Gibraltar company registration typically takes from between five to eight working days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address, registered agent and a nominee secretary. Upon incorporation of your Gibraltar non-resident company, we will courier all of the company documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR PREMIER PACKAGE:
1. Nominee director service for 12 months - £350.00. 2. Nominee shareholders service for 12 months - £250.00. 3. Company rubber stamp - £17.00. 4. Apostilled certificate of incorporation - £120.00. 5. Apostilled certificate of incumbency - £165.00. 6. Apostilled certificate of good standing - £195.00. 7. Corporate kit - £40.00. 8. A Gibraltar domain name registration for two years - £215.00.
Gibraltar non-resident company formation from only £1,285!
Our Gibraltar non-resident companies are formed as general trading companies. Because of their widely drawn memorandum and articles of association, they are able to conduct most kinds of business. We offer a range of business formation packages designed to suit the varying requirements of our customers. Our Gibraltar company formation typically takes from between five to eight working days to effect, and include: our service charge, the government fee for incorporation, the first year's fees for a registered office address, registered agent, a nominee secretary and a nominee director services. Upon registration of your Gibraltar non-resident company, we will courier all of the company documents directly to you.
THE FOLLOWING UPGRADES CAN BE ADDED TO OUR DELUXE PACKAGE:
1. Nominee shareholders service for 12 months - £250.00. 2. Company rubber stamp - £17.00. 3. Apostilled certificate of incorporation - £120.00. 4. Apostilled certificate of incumbency - £165.00. 5. Apostilled certificate of good standing - £195.00. 6. Corporate kit - £40.00. 7. A Gibraltar domain name registration for two years - £215.00.
An excellent hub for the establishment of international business in areas as diverse as financial services, trading and e-commerce, light manufacturing, shipping, property development and tourism. Distribute competitively priced VAT-free products and services to the markets of the EU, USA and Africa.
Invest or conduct business in a low-tax jurisdiction with a profit-oriented capital base at low levels of corporate tax, all in a stable currency - £ Gibraltar Sterling GIP - with few restrictions in moving capital or repatriating dividends. A legal system modelled on the English structure contributes to making Gibraltar the highly regulated, globally acclaimed jurisdiction it is today.
A variety of interesting fiscal products ranging from lucrative funds' development and administration to customised financial solutions such as international tax planning strategies, along with monthly tax-free registered debentures - stable bonds with an attractive non-taxable fixed rate. A high-quality environment for corporate accommodation as well as modern services and workspace for manufacturing and distribution; together with an effective, modern communications infrastructure. The necessary business support services are also available on site.
Stable political and economic environment already appreciated by established investors and customers. Benefits from membership of the EU including access to the EU financial services' market.
Enhanced, weather-protected port facilities outside of the European Customs Union make Gibraltar ideal for cruise liners and cargo handling, logistics Gibraltar is one of the world's leading bunkering centres. An international airport with scheduled flights to the United Kingdom, along with proximity to Spanish regional airports at Malaga, Seville and Jerez.
One of Europe's most advanced fibre-optic telecommunications networks, providing quality solutions for business requirements. Multi-skilled, suitably qualified workforce with training assistance to update skills in accordance with the investments opportunities that arise.
A harmonious, multicultural and English-speaking environment, (as favoured by most international businesses), providing pivotal access to regional markets in Mediterranean Europe and North Africa. The majority of people in Gibraltar are at least bilingual.
The Common Agricultural Policy, Value Added Tax and the Common Customs Tariff do not apply to Gibraltar as it falls outside the EU Customs Union. Classified as a developing country, Gibraltar is entitled to preferential trade tariffs under the Generalised System of Preferences (GSP).
Create a Company in Gibraltar: Shareholders
A Gibraltar company can generally have from 1 to 50 shareholders and there are no restrictions as to their nationalities or their place of residence. Coddan could provide nominee shareholders.
Establish an Offshore Business in Gibraltar: Number of Directors
A Gibraltar company can have a sole director and there are also no restrictions as to residence or nationality. Coddan could provide nominee directors. we can act as your nominee director in specific circumstances and more information can be provided upon request. However, most beneficiaries act as directors themselves since, in law, directorship is not synonymous with ownership.
When You Need a Nominee Director
Nominee directors are needed when you must maintain a certain level of anonymity when conducting transactions. Nominee directors are appointed by the offshore company and are carried in the Register of Directors.
What Nominee Directors Will Do For You
Based on the articles of incorporation and resolutions of the board of directors, nominee directors can be authorised to sign specific contracts and agreements or can be given general authority to sign all contracts and agreements.
Specific Actions Taken By The Nominee Director(s)
Prior to signing any documents, the nominee director must read through the document first, to ascertain the specific risk attached to the document for the signatory. Because this service must be performed by professionals with some experience a charge is normally imposed for the inspection of such documents.
Terminating Nominee Director Services
When you appoint nominee director(s) you will receive a pre-executed resignation. When you are ready to terminate the services, you simply enter the date in the resignation and notify us.
Reporting Requirements
An annual return must be filed each year showing details of shareholders and directors. Non-resident companies do have to file audited accounts to the public file and the Qualifying 1992 Holding company also need to prepare audited accounts for the Gibraltar tax authorities. Six months after the due date for filing, the Companies Registrar may choose to inform the Minister responsible of a company's failure to file accounts. The Minister may then demand a GBP £100.00 penalty fee. If this penalty is paid within one month and the accounts are delivered within 12 months of then date of penalty, then no further action will ensue.
If the company fails to pay the penalty, then the Registrar may proceed against its officers for an offence and a fine (currently up to GBP £500.00) may be imposed. It is not clear what the penalty for continued failure to file accounts would be, but there is no specific mention of anything further than a level 3 fine (GBP £500.00) being imposed.
Incorporate a Business in Isle of Rock: Restrictions on Name
Names must end with one of the following words, or abbreviations thereof - Limited, Corporation, Incorporated, Societe Anonyme or Sociedad Anonima. The following words, and their associated activities, cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal and Trust, Trustee, International and Europe.
Local Requirements to Register a Limited Company
As a matter of local company law the company must maintain a registered office address within Gibraltar. Additionally, it is a requirement, practical in the case of a non-resident company and legal in the case of the other types of Gibraltar company, a secretary need to be appointed. We would generally provide a nominee secretary service as part of the domiciliary service fee.
Secrecy
There are no specific statutory provisions governing secrecy in relation to companies.
Benefits from the EU Parent Subsidiary Rules
The European Commission has communicated to EU Member States that the Parent Subsidiary Directive should be applied to Gibraltar tax-resident companies. This has opened up enormous opportunities for private equity and property funds looking to set up tax-efficient structures. If a Gibraltar fund wholly owns (or has a sufficient participation in), for example, a Luxembourg company, it will not only benefit from the Parent Subsidiary Directive but also from Luxembourg’s tax treaties.
A Gibraltar fund investing through its Luxembourg subsidiary in an EU property company can serve as an example. The EU property company will have to pay taxes on its trading profits and capital gains in its own State. However, dividends due to the Luxembourg company and in turn to the Gibraltar fund can be paid entirely free of withholding tax. This is possible as a direct result of the provisions of the Parent Subsidiary Directive.
Once the dividends are received by the fund these can be paid to the shareholders (as long as they are not Gibraltar residents) entirely free of tax. Therefore, in this example, the dividends paid by the EU property company have been repatriated to the investors without suffering any tax loss whatsoever.
Tax-Free Investments
As Gibraltar has no tax on investment income and no capital gains tax, a Gibraltar company or trust is an ideal vehicle for holding a bank account, dealing in stocks and shares, holding portfolios of investments and for purchasing other financial products. Therefore, all interest earned as well as any capital gains or other profits made are paid entirely free of tax. Many major international banks and financial institutions are based in Gibraltar and our firm has long-standing relationships with most, if not all of them.
Trusts and Taxation in Gibraltar
Although the taxation of trusts and beneficiaries of trusts has been clarified, the taxation position remains as advantageous as it was before where the beneficiaries of a trust are outside Gibraltar.Taxation on the income of a trust is limited to those trusts that have Gibraltar resident beneficiaries (for this purpose, those High Net Worth Individuals who have Category 2 status and their spouse and children are treated as not resident). If a trust has Gibraltar residents amongst its beneficiaries or potential beneficiaries, the absence of taxation on savings or passive income applies just as much to the trust as it would to an individual.
The taxation on the beneficiaries of a trust rather than the trust itself is limited to those beneficiaries (other than the Category 2 individuals and their families) who are resident in Gibraltar and even this is restricted to taxing the distributions that can be matched with the taxable income of the trust and the offsetting of any underlying tax which has been paid by the trust. If neither the trust nor the beneficiaries are subject to tax, a professional trustee will have no need to make returns for the trust or to make the trust known to the Commissioner of Income Tax.
Funds and Tax Savings in Gibraltar
The principle of reducing the taxation of savings and passive income is carried on into funds and their investors. The position of the fund itself is unchanged by the new Act and the same exemptions apply as before strengthened by the further exclusion of categories of savings and passive income from taxation. In the case of the investor into a fund there are changes that make the trust regime even more attractive.
Income from a fund that is available to the general public is no longer taxable regardless of how the income arose in the fund. If a fund is not available to the general public, a look-through basis is used and taxability is limited to whatever the tax would have been if the recipient would have received the income from the entity underlying the fund. Again the entity will have the advantage of the absence of tax on savings and passive income, which means that with very few exceptions (e.g. a fund investing in Gibraltar real estate) there will be no tax payable by the investor.
Treasury and Holding Companies – Ways to Save Taxes in Gibraltar
Taxation on interest is limited to that interest received by banks or moneylenders as trading receipts. In the case of both, trading receipts are defined to exclude the interest which would arise from a Treasury function. This gives banks and moneylenders the same advantages as all other companies where the possibility of using Gibraltar as a Treasury base arises. Effectively a non-Gibraltar group company can borrow money from the Gibraltar Treasury company receiving a deduction in accordance with the laws of its jurisdiction, and the Treasury company will not be taxed on the receipt of the interest.
The changes made in the new Act are also beneficial for those companies receiving dividends from their subsidiaries.
Gibraltar is already in the position that it does not tax the receipt of dividends from EU subsidiary companies, it has added to this by taking away the taxing rights to any part of a dividend received from a company which carries out its profit making activities elsewhere. With neither liability to tax nor withholding on dividends paid to non-residents, group profits can flow through or be invested in Gibraltar without taxation.
Conclusion to Incorporate in Gibraltar
There is a lot more detail to the legislation, but, all in all, its aim is to create a corporate low tax environment and lay the foundations for not only the security of the corporate environment, but also the continued reduction in the tax burden on individuals.
The environment created by the new legislation not only places Gibraltar amongst those jurisdictions who comply with all international codes of conduct relating to tax behaviour, but also leaves it as an attractive and tax efficient location for individuals and businesses who wish to locate either in whole or in part to a pleasant, tax efficient, new home.
You can chat with one of our advisors right now. Just click on the image to the left to start chatting. Live Help is a real time chat feature which enables you to interact with our customer service representative without a phone call. Get answers to your questions while using our web-site. Clicking the "Live Help" button will start an online session with one of our representatives. Live Help is currently available during normal business hours. Outside of the indicated below opening hours, our Live Help centre will be closed, when you click on the chat button, you will see an e-mail form that allows you to send us an e-mail request with your questions. Our Live Help is free, there are no hidden fees.
Our hours of operation are posted on the contact page at all times. Telephone and Live Chat assistance is only available during business hours.
Opening Hours:
Monday - Friday: 9:30 a.m. to 18:00 p.m. Saturday: offices are closed Sunday: offices are closed Holidays: offices are closed on all recognised UK holidays.
Dear customers, ladies and gentlemen, while having a chat session with our visitors, we are frequently requested to give an advice on tax planning or business structuring, and we would like to inform you that it is against our principles to provide an online free advice pertaining to these issues.
The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business offshore, bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding overseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.
If you wish us to provide you an advice or recommendations on tax savings and tax minimisation, or corporate business structuring methods, you should be aware that this service has chargeable elements.
Money and Payment Policy
Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear), postal orders or cash deposit, and bank transfers from anywhere to our UK and USA bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.
Our credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.
We need to receive a payment before we can proceed with a new company formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.
If you do not feel comfortable transmitting your credit card details on the Internet, we suggest you place an order online, choose the option "Credit Card via the Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. We can also accept credit or debit card payments by fax, to do so, we will e-mail you a credit or debit card authorisation form, and you will need to print out the form, complete the details by hand and send it to us by fax to: + 44 (0) 207.681.3318. More information about how to incorporate in Gibraltar: click here to read more about how to incorporate in Gibraltar
Economy Gibraltar Private Limited Company Formation Package for Just £735.00
The Economy non-resident company package is a fast and easy option. It is ideal for small to medium businesses who wish to appoint their own members. It includes: -
The electronic submission of your application and the registration of your company with the Registrar of Companies;
The payment of the first year's legal and initiation fees;
Certificate of incorporation;
Bound copies of the memorandum and articles of association;
Minutes of the first meeting of the board of directors;
Register of directors and shareholders;
Share certificates.
All of the documents included in this package are sent directly to you by courier.
This option allows you to immediately appoint your own directors, secretary, and shareholders. Upon registration these appointees will be recorded as the original company officers. A myriad of equity or debt financing options are available to companies that are registered in a person's name where that person is responsible for the operations of the company.
This package also includes the first year's fees for a local registered office address and a local registered agent, both of which are statutory requirements in Gibraltar. The yearly renewal fee for this package is £400.00, which includes the cost of a registered office address and registered agent.
Different types of company require different combinations of officers; an international business company in Gibraltar must have at least one director and one shareholder. If you do not have the requisite officers, you can use our nominee officer services.
The Economy package can be upgraded with the addition of many complementary services, including: Gibraltar business and investment banking introductions, management services, registration of shipping vessels, administrative services, Gibraltar domain name registration, additional sets of corporate documents, nominee officer services, bookkeeping and accounting services, notarisation and apostille stamp services. Order the Gibraltar Economy non-resident company formation package:Economy Gibraltar non-resident company package £735.00 (incorporation, government taxes and government fees are included).
Premier Gibraltar Non-Resident Company Incorporation Package for Just £935.00
The Premier Gibraltar non-resident company package is a fast and easy option. It is ideal for small to medium businesses who wish to appoint a nominee secretary. It includes: -
The electronic submission of your application and the registration of your company with the Registrar of Companies;
The payment of the first year's legal and initiation fees;
Certificate of incorporation;
Bound copies of the memorandum and articles of association;
Minutes of the first meeting of the board of directors;
Register of directors and shareholders;
Share certificates.
All of the documents included in this package are sent directly to you by courier.
This package also includes the first year's fees for the provision of a local registered office address, a local registered agent, and a local nominee secretary, both of which are statutory requirements in Gibraltar. The yearly renewal fee for this package is £600.00, which includes the cost of a registered office address, a registered agent, and a nominee secretary for 12 months.
Different types of company require different combinations of officers; a non-resident company in Gibraltar must have at least one director and one shareholder. If you do not have the requisite officers you can use our nominee officer services.
The Premier package can be upgraded with the addition of many complementary services, including: Gibraltar commercial and investment banking introductions, management services, registration of shipping vessels, administrative services, and Gibraltar domain name registration, additional sets of corporate documents, nominee shareholder services, bookkeeping and accounting services, notarisation and apostille certification services. Order the Gibraltar Premier non-resident company incorporation package: Premier Gibraltar non-resident company package £935.00 (incorporation, government taxes and government fees are included).
Deluxe Non-Resident Company Registration Package for Just £1,285
The Deluxe non-resident company package is a fast and easy option. It is ideal for small to medium businesses who wish to appoint a nominee director. It includes: -
The electronic submission of your application and the registration of your company with the Registrar of Companies;
The payment of the first year's legal and initiation fees;
Certificate of incorporation;
Bound copies of the memorandum and articles of association;
Minutes of the first meeting of the board of directors;
Register of directors and shareholders;
Share certificates;
A completed register of directors and shareholders;
Pre-signed, undated letters of resignation from a nominee director;
A power of attorney signed by the nominee director;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
All of the documents included in this package are sent directly to you by courier.
While using the Gibraltar nominee director, you will retain full control and ownership of the company by virtue of a power of attorney between Coddan and yourself.
This package also includes the first year's fees for a local registered office address, and a nominee secretary, both of which are statutory requirements in Gibraltar. The yearly renewal fee for this package is £950.00, which includes the cost of a registered office address, a nominee secretary, and a nominee director for 12 months.
The Deluxe package can be upgraded with the addition of many complementary services, including: business and investment banking introductions in Gibraltar, management services, registration of shipping vessels, administrative services, domain name registration, additional sets of corporate documents, bookkeeping and accounting services, notarisation and apostille legalisation services. Order the Deluxe Gibraltar non-resident company registration package: Deluxe Gibraltar non-resident company package £1,335 (incorporation, government taxes and government fees are included).
Check Your Order Status
£ 735.00
This is one of our most popular packages with worldwide customers, and includes: -
The registration your offshore non-resident company in Gibraltar from scratch using our registered agent & registered office address, and appoint your own candidates to the roles of director, and shareholder;
The provision of a nominee local secretary for 12 months (which is also a statutory requirement) is also included in the price of this package (our nominee secretary service is charged annually);
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