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.
Types of Companies
There are four possible types of company; a company limited by shares, a company limited by guarantee having a share capital, a company limited by guarantee without a share capital and an unlimited company. Only companies having a share capital can be exempt companies. There are also qualifying companies.
Company formation can be undertaken very quickly, unless more complex memoranda and articles are required.
There is 0.5% stamp duty on authorised share capital with a minimum payment of ?10.
Gibraltar law requires a minimum of one shareholder for a private company limited by shares, and at least seven shareholders for a public company.
A Gibraltar company can have a sole director. There is no concept of nominee directors.
Every company must have a registered office in Gibraltar at which the statutory books of the company must be kept.
Filing of Accounts
All limited companies (except those which are non-profit making or licensed banks and insurance companies) 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.
There are, however, significant exemptions afforded to both small and medium sized companies.
Small companies are only required to file an abridged balance sheet. There is no need in the case of such companies to produce a profit and loss account or auditor's report.
Small companies must satisfy at least two of the following conditions:
- Net turnover must not exceed ?4.8m.
- Balance sheet total must not exceed ?2.4m.
- The average number of persons employed by the company in each year must not exceed 50.
Medium-sized companies do have to file a profit and loss account and auditor's report in addition to a full balance sheet, but the information in the profit and loss account may be abridged.
Medium-sized companies must satisfy at least two of the following conditions:
- Net turnover must not exceed ?19.2m.
- Balance sheet total must not exceed ?9.6m.
- The average number of persons employed by the company in each year must not exceed 250.
Companies undertaking business with residents of Gibraltar have to prepare accounts for submission to the tax authorities, but these accounts are not available to the public.
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.
Annual General Meeting
The company must hold an annual general meeting of the shareholders and file an annual return containing details of the directors, shareholders and certain other details including capital structure.
The standard rate of tax for resident companies is 35%. There are however beneficial tax rates for Qualifying companies (between 0% and 35%) and Exempt companies (Fixed amount - ?225). A tax exempt company is not liable to income tax. There are no capital gains taxes, gift taxes, wealth taxes, or estate duty in Gibraltar. No V.A.T. is payable in Gibraltar.
Management and Control
A Gibraltar tax exempt or qualifying company can be fully managed and controlled from Gibraltar with a board of directors resident in Gibraltar without affecting its tax status.
Double Taxation Treaties
Gibraltar has no double taxation treaties nor exchange controls.