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Redomiciliation of a company to Gibraltar: A Comprehensive Guide

by | Dec 20, 2023 | Gibraltar

“A company’s domicile is where it keeps house and does real business”.

Gibraltar, with its strategic location, common law like the UK and business-friendly environment, has become an attractive destination for companies seeking to re-domicile. Whether driven by regulatory advantages, tax benefits, or the desire to tap into Gibraltar’s thriving business ecosystem, the re-domiciliation process can be seamless with careful planning and execution. In this blog, we will explore the key steps and considerations for a smooth re-domiciliation to Gibraltar.
Firstly, please be aware that the first stage is to check the country you are planning to move the company from will allow the transfer to Gibraltar.
Gibraltar allows a company to be redomiciled from the following countries:

  1. European Economic Area States
  2. Anguilla, Bermuda, British Antarctic Territory, British Indian Ocean Territory, British Islands, Cayman Islands, Falklands Islands, Guernsey, Isle of Man, Jersey, Monserrat, Pitcairn, St. Helena, Turks and Caicos Islands, British Virgin Islands;
  3. States which are members of the British Commonwealth;
  4. Liberia;
  5.  Panama;
  6.  Singapore;
  7. Switzerland;
  8. Cyprus;
  9. Hong Kong;
  10. Malta;
  11. The United States of America

Understanding Redomiciliation:

Re-domiciliation involves the transfer of a company’s domicile (place of registration) from one jurisdiction to another. Gibraltar, as a British Overseas Territory, offers a straightforward re-domiciliation process, allowing companies to retain their corporate history, contracts, and relationships while benefiting from Gibraltar’s advantageous business environment.

Whilst Gibraltar’s inward re-domiciliation process is fairly straightforward, you need to ascertain what the rules and requirements are in the outgoing jurisdiction to ensure the whole process is smooth.

Key Advantages of Redomiciling to Gibraltar:

Tax Benefits: Gibraltar is well known for its favourable tax regime, including low corporate tax rates, no VAT, no capital gains tax and no inheritance tax. Redomiciling to Gibraltar can lead to substantial tax savings for businesses.

Regulatory Stability: Gibraltar’s legal system is based on British common law like the UK, providing a stable and familiar regulatory environment for businesses. This can be especially appealing for companies seeking regulatory consistency.

Access to EU Markets: While Gibraltar is not part of the European Union, its proximity to Spain and its relationship with the EU provide companies with strategic access to EU markets. The relationship direct to the UK is another factor which can be useful.

Business-Friendly Environment: Gibraltar’s business ecosystem is conducive to growth, with a supportive government, efficient regulatory processes, and a skilled workforce.

Steps for a Smooth Re-domiciliation:

Conduct a Feasibility Study:

Before initiating the re-domiciliation process, you should conduct a thorough feasibility study. Assess the legal, financial, and operational implications of the move to ensure it aligns with your business objectives in addition to the costs to re-domicile the company to Gibraltar in comparison to the costs of leaving the company in the current jurisdiction. The potential tax savings will not doubt play a key role in the decision making process.

Seek Professional Advice:

At Octopus we provide expertise in Gibraltar’s regulations and guidance on the re-domiciliation process, compliance requirements, and potential challenges.

Prepare Documentation:

We gather all of the necessary documentation, including corporate records, financial statements, and compliance certificates. We ensure that these documents meet Gibraltar’s regulatory standards.

Application Submission:

We submit a re-domiciliation application to Gibraltar Companies House. This includes a detailed application form, supporting documents, and a declaration of solvency.

Obtain Regulatory Approvals (if required):

Depending on the activity of the company, the application may need to be reviewed by the Gibraltar Financial Services Commission (GFSC) or other relevant authorities. We would need to obtain the necessary approvals before proceeding with the re-domiciliation to Gibraltar.

Notification to Members

We need to ensure we notify stakeholders, including shareholders, creditors, and employees, about the re-domiciliation to Gibraltar to ensure transparent communication and address any concerns that they may have.

Transfer Assets and Liabilities:

We need to check to ensure any assets and liabilities are transferred to the new Gibraltar entity. This includes contracts, intellectual property, and ongoing business operations.

Update Corporate Governance:

Align the company’s corporate governance with Gibraltar’s legal requirements. This may involve updating articles of association and appointing local directors if necessary.

Compliance with Tax Obligations:

We would ensure compliance with Gibraltar’s tax obligations arising from the re-domiciliation.

Conclusion:

Redomiciling to Gibraltar offers businesses a strategic move to a jurisdiction with a favourable business environment, regulatory stability, and tax advantages. By carefully navigating the re-domiciliation process and seeking professional guidance from ourselves, companies can ensure a smooth transition and position themselves for success in Gibraltar’s dynamic business landscape. Remember, thorough planning and compliance are key to unlocking the full benefits of re-domiciling to Gibraltar.