Gibraltar

Company formation in brief

The legislation of Gibraltar provides for a possibility of registration offshore and onshore enterprises of all organizational and legal forms, of which a potential foreign investor may be practically interested in such as:

• Private Company Limited By Shares
• Exempt Private Company
• Public Company Limited By Shares
• The Gibraltar 1992 Company

Under Gibraltar law, only businesses owned by residents of Gibraltar are taxed in Gibraltar. Thus, almost all companies registered in Gibraltar by foreigners (physical and legal entities) can be referred to as offshore (non-resident) companies.

Private Company Limited By Shares

Virtually all of the classic Gibraltar offshore businesses are incorporated in this form which has the following features:

• a company can be incorporated without payment of the authorized capital;
• the government registration fee is 0.5% of the authorized capital’ amount;
• the minimum number of shareholders is 2 (physical or legal entities), and the maximum number is 50;
• shares cannot be offered for public, and a transfer of shares requires an approval of the majority of the company’ shareholders;
• management can be carried out by one director.

Exempt Private Company‍

Another specific type of offshore companies in Gibraltar is a so-called Exempt Private Company which has the following features:

• a minimum required share capital for incorporation is 100 British pounds;
• the company can have one shareholder (physical or legal person) and one director;
• the company must have a secretary (physical or legal person);
• either one of the directors or the secretary must be a resident of Gibraltar, but the director can’t act as the secretary at the same time;
• the company is not entitled to conduct business with residents of Gibraltar, but may have its own office in Gibraltar;
• to have its tax exempted status confirmed, the company is required to file annual accounts with the Gibraltar tax authorities.

Public Company Limited By Shares‍

A Public Company Limited By Shares has the following features:

• the minimum number of shareholders (physical or legal entities) - 2;
• the issue of both registered shares and bearer shares is allowed. The par value of shares can be indicated in any currency;
• shares can be freely offered for public and the transfer of shares does not require an approval of the majority of the company's shareholders;
• the company can obtain an offshore (tax exempt) status only under conditions that all issued bearer shares are kept in a custody of one of the authorized banks in Gibraltar, and either a director or a secretary (physical or legal person) is a resident of Gibraltar (provided that a director cannot be the company secretary at the same time);
• the company is governed by a Board of Directors (at least two), who must also be shareholders.

The Gibraltar 1992 Company‍

The Gibraltar 1992 Company is a type of European holding company and has the following features:
• the company owns more than a quarter of the “voting shares” of another company incorporated within the EU;
• at least 51% of the company's income comes from investments;
• the company is required to have an office in Gibraltar of ​​at least 400 sq. feet, and with at least two employees.

A 1992 company is taxed in Gibraltar at a rate of 35%, but it does not pay tax on dividends received from a subsidiary located in an EU country. In turn, any company in the EU that owns more than 25% of the voting shares of a Gibraltar company also does not pay tax on dividends received from it.

Dividends to non-EU’ shareholders of a 1992’ company are taxed in Gibraltar at a rate of only 1%, and interest paid by such a company to non-residents is exempt from tax at all.

99 classical offshore, onshore and midshore jurisdictions of Europe, America, Middle East, Asia, Africa and Oceania

UK
Malta
Seychelles

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