• Gibraltar Non-Resident Company

  • GENERAL

    Legal Framework

    Gibraltar Non-Resident Companies are governed by the Gibraltar Companies Ordinance 1967.

    Special Characteristics

    The Gibraltar Non-Resident Company is prohibited from:

    1. Trading within Gibraltar.
    2. Remitting income to Gibraltar.
    3. Undertaking the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other activity associated with the finance industry.

    The Gibraltar Non-Resident Company is not considered a Gibraltar tax resident.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Gibraltar Non-Resident Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Gibraltar Private Company is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of shareholders of a Gibraltar Non-Resident Company.

    Corporate Shareholders

    The shareholders of a Gibraltar Non-Resident Company can be individuals and/or legal persons but cannot be residents of Gibraltar.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors of a Gibraltar Non-Resident Company is 1.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of directors of a Gibraltar Non-Resident Company.

    Corporate Directors

    The directors of a Gibraltar Non-Resident Company can be individuals and/or legal persons and they are not required to hold shares in the company.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Gibraltar Non-Resident Company should hold a general meeting every year. General meetings can be carried anywhere in the world except Gibraltar.

  • CAPITAL

    Minimum Capital Requirement

    There is no minimum capital requirement for a Gibraltar Non-Resident Company.

    Currency of Capital

    Shares can be denominated in any currency.

    Non-par Value and Bearer Shares

    Shares can have par or non-par value.

    Bearer shares are not permitted.

    Capital Duty

    There is a GBP£10 capital duty on the issuance of share capital.

  • REGISTERED OFFICE

    Registered Office

    A Gibraltar Non-Resident Company is required to have a registered office in Gibraltar.

    Company Secretary / Registered Agent

    It is a legal requirement for a Gibraltar Non-Resident Company to appoint a company secretary.

    The company secretary should be a local individual or corporate body.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in Gibraltar Non-Resident Companies.

  • FORMATION

    Time Needed for Incorporation

    It usually takes 5 - 10 days to register a Gibraltar Non-Resident Company.

    Shelf companies are available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and the Authorities and are available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    An annual return should be filed to the Registrar of Companies.

    The first return should be submitted within 15 months of incorporation and thereafter once every year.

    The type of annual accounts that need to be filed with the Registrar of Companies depends on the classification of the company; small, medium or large.

    A company must fall within 2 of the relevant 3 parameters in the financial year in question and the preceding year in order to be classified as small, medium or large.

    A company that exceeds or ceases to exceed the limits of more than 1 of the relevant parameters continues to qualify for the relevant year unless this occurs in 2 consecutive years.

    Newly incorporated companies need to satisfy 2 of the relevant 3 conditions in their first accounting year:

    Small Medium Large
    Net turnover Up to £4.8m Up to £19.2m Over £19.2m
    Balance Sheet assets Up to £2.4m Up to £9.6m Over £9.6m
    Average no. of employees Up to 50 Up to 250 Over 250

    Small companies are required to file abridged balance sheet only.

    Medium companies are required to file full audited accounts, the profit and loss account of which can be in an abridged format.

    Large companies are required to file full audited accounts.

    Filing with the Tax Authorities

    The Gibraltar Non-Resident Company is not considered a tax resident of Gibraltar and therefore is not required to file an annual tax return to the Tax Authorities.

  • RECORDS

    Accounting Records

    A Gibraltar Non-Resident Company needs to maintain accounting records. These can be maintained anywhere in the world and in any currency.

    Financial Statements

    A Gibraltar Non-Resident Company should prepare annual financial statements under IFRS.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT

    Audit Requirement

    All Gibraltar Non-Resident companies must appoint auditors and have their accounts audited except for small companies.

    Holding companies must prepare consolidated accounts. However, small and medium-sized groups do not need to prepare group accounts unless they include a listed company, a bank or an insurance company.

    A group must fall within 2 of the relevant 3 parameters in the financial year in question and the preceding year in order to be classified as small, medium or large.

    Small Medium Large
    Net turnover Up to
    £4.8m net; or
    £5.76m gross
    Up to
    £19.2m net; or
    £23.04m gross
    Over
    £19.2m net; or
    £23.04 gross
    Balance Sheet assets Up to
    £2.4m net; or
    £2.88m gross
    Up to
    £9.6m net; or
    £11.52 gross
    Over
    £9.6m net; or
    £11.52m gross
    Average no. of employees Up to 50 Up to 250 Over 250

    Net = net of consolidation set-offs and adjustments.

    In addition, a company does not need to prepare consolidated accounts if itself is a subsidiary of another company, which files group accounts, which include the Gibraltar subsidiary.

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