Offshore company in Gibraltar

General information

Gibraltar is one of the most popular and attractive places in Europe for establishing foreign companies. Gibraltar is a UK-dependent territory, making it a member of the European Union with autonomous fiscal regulations. As the only one of the few jurisdictions in Europe, it has tax regulations that set the tax burden at a level of 0% when the activity is conducted outside Gibraltar.

Types of companies in Gibraltar

Gibraltar company law is based on Anglo-Saxon law. The Gibraltar legislator has provided for several types of company/corporate entities that can be established in Cape Verde:

• Private Company Limited by Shares;
• Public Company Limited by Shares;
• Non-Resident Company;
• General Partnership;
• Sole Proprietorship;
• Holding Company;

Among foreign investors, the most popular type of company is Non-Resident Company – a company that guarantees attractive tax benefits.

Non-resident Company

NRC is the equivalent of a limited liability company, a type of company dedicated to non-residents. NRC’s minimum capital is GBP 100 (standard GBP 2000), but there is no time limit for making a capital contribution, which means that a company can be established without a capital contribution on the day of its formation. A company must have at least one board of management  member (director) and at least one shareholder. Not only a natural person, but also another company (legal person) can act as a director and shareholder of the company. The same entity may be a member of the management board and a shareholder. Therefore, one of the structural solutions when establishing a company in Gibraltar is to appoint one person to the position of director and shareholder of the company, which will be a legal person from other jurisdictions – hence the anonymity of the beneficiary’s data will be maintained. Management and shareholders of companies are not obliged to provide the commercial register with information on who the beneficial owner is, i.e. whether they act in their own name and on their own behalf in a specific case or whether they can act on behalf of third parties as nominees. Capital companies under Gibraltar’s law are characterised by a very high level of confidentiality, which is guaranteed by law and taken extremely seriously by local authorities. The data of the beneficial owner can only be disclosed by the local administrator of the company in compliance with a Supreme Court of Gibraltar ruling if the company is engaged in illegal activities. The name of the company must include the word Limited or abbreviation Ltd. Foreign companies registered on the island may operate in any industry. It is an important fact that regulators in Gibraltar do not allow financial, banking, online gambling and insurance activities without a licence. Currently, the services of a shareholder or nominee resident of Gibraltar can only be obtained in exceptional circumstances, i.e. in the event of the actual entrustment of the business to a trustee. It is also worth analysing commercial intentions in terms of double taxation treaties which Poland or another country in which the business is conducted has concluded with Gibraltar. The issues of treaty abuse and treaty shopping are particularly important – please remember that NRC will not be a tax resident of Gibraltar.

Holding

Gibraltar is a very attractive place to set up holding companies with which you can do business in other countries, mainly because of its favourable tax regime and friendly legalisation. Companies in Gibraltar may act as a holding company or hold movable or immovable property, as well as shares. It is an ideal place to store the shares of a European company in order to benefit from tax reliefs for parent companies and subsidiaries. Gibraltar can serve as a holding company for any European company, using the parent-subsidiary system, in accordance with the EU Directive 2003/123/EC. Companies in Gibraltar can act as a holding company for British companies, to which as holding companies up to 95% of profits can be attributed, thus significantly reducing the taxes paid in the UK.

Trusts

Gibraltar’s legal system provides the possibility of opening a trust, which is a contract between a person who wishes to transfer his or her assets for a specific purpose and a person who will manage the funds in the manner specified in the trust contract. Each trust therefore has one or more trustee(s), who are responsible for administering the trust and enforcing the terms of the trust agreement. Beneficiaries are those who are entitled to receive profits from the trust activity. In Gibraltar, Trusts are created under the Trust Act, which is based on English law. Trusts created by non-residents are not taxable, even if the trustees are resident and the trust is managed in Gibraltar.

Company registration procedure

Registration of the company:

• Reservation of the company name;
• Preparation of articles of association and company’s statute;
• Submission of documents to the Companies House.

Shareholders:

No restrictions on the number of shareholders, however, a minimum of one shareholder is required to establish the company. Foreign shareholders and nominated shareholders are allowed.

Management Board:

The board requires the appointment of a director (which may be a shareholder) and a secretary (which must be a resident of Gibraltar).

Registered office:

The company must have a registered address in Gibraltar, which will appear on company documents and postal details of the company. It is possible to use the services of a virtual office with a dedicated telephone number.

Time to set up a company:

The time of establishing a company is about 5 days.

Minimum capital:

No minimum capital required.

Taxes and finances

The tax system in force in Gibraltar is very attractive for foreign entrepreneurs who are interested in tax optimisation. A company registered in Gibraltar but making income outside Gibraltar is exempt from income tax. In Gibraltar, there are no taxes on capital profit, inheritances or donations or any taxes on savings account profits. Gibraltar does not collect withholding taxes in connection with the payment by Gibraltar companies of dividends or loans to a non-resident of Gibraltar. !!! The biggest advantage of the Gibraltar tax system is that income generated outside the country and not coming to Gibraltar’s territory remains untaxed.

VAT

There is no VAT in Gibraltar. Gibraltar is not part of the customs union between the countries of the European Union and the Community VAT rules do not apply to it.

CIT

Gibraltar’s corporation tax is 10%, but is levied on the principle of territoriality, i.e. only on income made in Gibraltar. Only if the taxpayer is a permanent resident of Gibraltar is the tax also charged on certain income earned or received elsewhere than in Gibraltar. NRCs operating outside Gibraltar do not pay corporate tax. This tax is only generated when income is derived from activities carried out in Gibraltar, in which case it amounts to 10%.

Other information

Reporting and accounting

The requirement to submit complete financial reports appears in the case of companies operating in Gibraltar, whereas for companies operating outside Gibraltar there is only a simplified reporting obligation – abridged accounts.