Registration and Maintenance of a Gibraltar Company. Service offer

The main forms of doing business in Gibraltar are:

• sole trader;
• partnership;
• limited liability partnership;
• company limited by shares;
• company limited by guarantee with or without a share capital;
• unlimited company with or without share capital;
• protected cell company;
• trust;
• non-profit making organization;
• non-resident company.

The most common form registered in Gibraltar is a private company limited by shares. For offshore purposes, it is recommended to use a Gibraltar non-resident company. Such company is regulated by the laws of Gibraltar, but is managed from abroad. A company incorporated in Gibraltar enjoys the same rights as an individual.

For a company to be non-resident, it must meet the following requirements:

1. the company is owned by a Gibraltar non-resident;
2. the company is managed and controlled by Gibraltar non-residents;
3. the company cannot conduct business in or with residents of Gibraltar;
4. the company cannot undertake the business of banking, deposit taking, insurance, reinsurance, fund management, asset management or any other activity associated with the finance industry;
5. the company must not remit its income to Gibraltar. This means that a company that wishes to maintain its no-tax status cannot have a Gibraltar bank account.

If these requirements are met, the company will not fall under the Gibraltar tax system by definition and will not be required to register with the Gibraltar tax authorities.

This also means that, unlike an exempt company, a non-resident company cannot under any circumstances be treated as a Gibraltar taxpayer.

A company name must comply with the Gibraltar Business Names Registration Act. The name is checked by the Registrar of Companies and, after approval, entered into the Register of Business Names.

The name may be expressed in English or any language using the Latin alphabet (certified translation required).

Names in Cyrillic alphabet are not permitted.

Upon registration and payment of the appropriate fee, the Registrar issues a Certificate of Registration of a Business Name. Once registered, the business name is unique to the owner and no one else can use it. A business name, once registered, cannot be changed.
However, changes that occur to the company’s details stated in the application (for example, change of address, change in the nature of the business, addition of a new partner) must be notified to the Registrar by completing a Form of Change in Particulars and payment of a fee.
If a company ceases to operate and the business name is no longer required, a Form of Notice of Cessation of Business has to be presented to the Registrar.

Unless specifically authorized, a non-resident company cannot use a name that is identical or similar to the name of an existing company.

It is not permitted to use names which, in the opinion of the Registrar, are undesirable or offensive, suggest government or Crown patronage or imply the company’s engagement in financial or banking business, such as "Association", "Bank", "Imperial", "Assurance", "Group", "International", "Royal" or "Trust".

Registration of Gibraltar companies is regulated by the Gibraltar Companies Act 1930, which is a version of the English Companies Act 1929.

To incorporate a company in Gibraltar, it is necessary:

• to get the proposed name approved by the Registrar of Companies;
• to submit the following documents to the Registrar:
  • Memorandum and Articles of Association;
  • Declaration of Compliance;
  • Notice of Situation of Registered Office;
  • Statement of Nominal Share Capital.

Once a company is incorporated, a Certificate of Incorporation is issued.

It is possible to buy a shelf (ready-made) company of this type or to incorporate a new one.

The incorporation of a Gibraltar company normally takes around 5 working days.

[1]The fees are valid as of December 2024.