Gibraltar Company – Gibraltar Ltd Company
Legal form:
There are four legal terms by which companies can be formed, they include: Gibraltar 1922 Companies, Exempt Companies, Qualifying Companies and Non-Resident controlled Companies. A duly incorporated limited liability company constitutes a separate legal entity and may sue and can be sued in its own name. Limited Liability Company may take the form of a private company either limited by shares or by personal guarantee of its members or public company. By far the most usual form that businessmen and/or corporations prefer is the private company limited by shares.
Gibraltar companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Chartered or Municipal. Special consent is required for names such as European, Gibraltar or International.
Memorandum and Articles of Association: To register a limited liability company, Memorandum and Articles of Association must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.
Shareholders: The number of shareholders in a private Limited Liability Company may be from 1 to 50. In the case where there is a sole shareholder, who may be corporate or individual, the Memorandum and Articles of Association should include a special provision stating that there is only one shareholder in the company. Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders. Bearer shares cannot be issued.
The minimum share capital: Gibraltar limited liability company (Gibraltar Ltd) may be registered with authorized share capital of 2,000 pounds, which is the maximum share capital that attracts the minimum capital duty.
Directors of the company and company secretary: The minimum number of directors is one, who may be corporate or individual. The full name, nationality, residential address and occupation together with copy of the passport are required. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors.Registered office and secretary: Every company, registered in Gibraltar is required to have a registered office and address in Gibraltar, which should be notified at the Registrar's Office. It is also practical that a Gibraltar resident company secretary is appointed.
Non-resident status: In order to qualify for non-resident status, company must be managed and controlled from outside Gibraltar. It is not subject to any local taxes except for corporate tax on profits remitted to Gibraltar. Non – resident controlled companies are permitted to trade within Gibraltar and with Gibraltarian companies, but in this case will be subject to Gibraltar corporate tax at 35%.
a.) The company must be completely owned by non-residents. Residents and Gibraltarians may not hold any shares or interests in the company.
b.) Directors can be of any nationality and must not reside in Gibraltar.
c.) All board meetings must take place outside Gibraltar.
Tax Exempt status: Following an agreement between the Gibraltar Government and the EU in February 2005, it has been announced that the Tax Exempt regime will come to an end on 31 December 2010. New applications can still be made until 30 June 2006 although such applications will only be approved if "real economic benefit to Gibraltar" can be shown. In practice this means that applications are unlikely to be successful.
Audit and financial returns:All Gibraltar registered companies must file annual returns showing details of shareholders and directors and must submit their accounts with the Registrar.
Meetings: Company meetings need not be held in Gibraltar.