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Procedure to Incorporate a Gibraltar Company

by | Mar 21, 2024 | Customer Service, Gibraltar

Gibraltar has emerged as a strategic destination for entrepreneurs seeking to establish companies in a favourable and tax-efficient environment. With its robust legal framework, transparent regulatory regime, and array of professional services, incorporating a Gibraltar company offers a simplistic way to start your business and create a pathway to growth and prosperity. 

In this blog, we will guide you through the procedure to incorporate a Gibraltar company with Octopus International Business Services, exploring key aspects such as tax advantages, nominee shareholders services, director services, bank account opening, financial statements filing, audit exemptions, and fiduciary services.

Gibraltar Company Formation:

  1. Understanding Gibraltar Companies:

Gibraltar offers various types of companies, including private limited companies, public limited companies, and limited liability partnerships. Each type has its own advantages and requirements, catering to different business needs and structures. The most common company to incorporate is a private company limited by shares. Our standard share capital is £100 although you can choose your own options. 

  1. Name Selection:

Begin by choosing a unique name for your company. Octopus will check the availability of the name online with the registry. 

  1. Online Paperwork and Due Diligence:

Octopus has online forms for completion. The Company Order Form provides details of the company activity, how the company will generate funds, required dates for the financial year end and who the individuals involved are. 

Each shareholder/director will need to complete an Individual Form. If the individual is funding the company or owns more than 25% shares then details of the source of wealth (assets and income) will need to be completed.

KYC verification needs to be completed. Each Director/Shareholder will need to upload a photo of their passport and a proof of address dated within the last three months. 

We require a CV/Linked in Profile for any shareholder. We will also require evidence of where the initial funds will be sent from to fund the opening of the company. 

  1. Legal Compliance Review 

Octopus compliance team will review all the required documentation. We may request additional source of wealth information ie. 3 x payslips and bank statements. 

Ensure compliance with Gibraltar’s legal requirements for company formation, including appointment of directors, shareholders, and a registered office address in Gibraltar.

Once signed off we proceed to engagement.

  1. Engagement Letter & Payment

Octopus will prepare an engagement letter which will be signed by the client and a Director. An invoice will be raised for the services selected on the Company Order Form.

  1. Preparation and Submission of Company Documents

Upon receipt of signed engagement letter and paid invoice, Octopus would prepare the necessary incorporation documents, including the Memorandum and Articles of Association, and submit them to the Gibraltar Companies House.

Tax Advantages in Gibraltar:

  1. Low Corporate Tax Rate:

Gibraltar boasts a low corporate tax rate of 12.5% on income accrued and derived from Gibraltar making it an attractive jurisdiction for businesses seeking tax efficiency and optimisation. If the company income is accrued and derived outside of Gibraltar, corporation tax may not be applicable. Octopus recommends tax advice is undertaking in the clients country of residence.

  1. Tax Exemptions:

Certain types of income, such as dividends, capital gains, and interest, may be exempt from taxation in Gibraltar, further enhancing its appeal as a tax-friendly jurisdiction. However, royalties received into a company would be taxable at 12.5%.

  1. VAT

Gibraltar does not charge VAT on services or goods. This ensures it is attractive for businesses to be competitive with their fees.

  1. Inheritance Tax and Withholding Tax:

Gibraltar has no inheritance tax charge, wealth tax or withholding tax charge. 

Nominee Shareholders and Director Services:

  1. Nominee Shareholders Services:

Octopus offers corporate nominee shareholder services, allowing companies to maintain confidentiality and privacy of ownership while complying with regulatory requirements.

  1. Director Services in Gibraltar:

Octopus provides corporate directorship to companies if required. This allows us to appoint professional directors to oversee corporate governance and compliance matters in addition to ensuring the management and control is undertaken in Gibraltar. Using corporate directors also allows us to open a Gibraltar bank account. 

Gibraltar Bank Account Opening:

Select a reputable bank in Gibraltar for opening a corporate bank account. Gibraltar’s banking sector offers a range of services tailored to the needs of businesses, including multi-currency accounts and online banking facilities. Banking options available are Natwest, Gibraltar International Bank, Trusted Novus Bank in addition to private banks such as Kleinwort Hambros, J Safra Sarasin and Turicum Private Bank. We also have a selection of banks and EMI’s available outside of Gibraltar. 

Financial Statements Filing and Audit Exemptions:

  1. Financial Statements Filing:

Companies registered in Gibraltar are required to file annual financial statements and tax returns with the Gibraltar Companies House. These statements provide a comprehensive overview of the company’s financial performance and position. The first accounting period can be up to 18 months and annually after that. The accounts need to be filed with the tax return 9 months after the financial year end with the Gibraltar tax office and 12 months after the financial year end with the company registrar. 

  1. Small Company Audit Exemptions:

Small companies in Gibraltar may be eligible for audit exemptions, subject to certain criteria. This exemption relieves companies from the burden of conducting annual audits, reducing compliance costs and administrative burdens.

Conclusion: Setting the Foundation for Success

Incorporating a Gibraltar company offers entrepreneurs a pathway to success in a tax-efficient and business-friendly environment. Octopus provides assistance with the formation and management of companies. There are clear tax advantages to having a Gibraltar company. 

Octopus provides nominee shareholder and corporate director services, bank account opening, and fiduciary support, Octopus provides the infrastructure and resources needed to thrive in the global marketplace.

Whether you’re a startup looking to establish a presence in Europe or a multinational corporation seeking to optimize your corporate structure, Gibraltar offers the ideal setting to realize your business ambitions.