GIBRALTAR Tax-Exempt Company

Gibraltar is situated on the Southern coast of Spain and its territory is 2.75 square miles.

Political system: a British colony having the local government.

The population is 30,000 people. The official language is English.

The legal system is based on the British law.

Currency: Gibraltar pound (GIB=GBP).           

1

Advantages

The cheapest European jurisdiction with the status of a tax-exempt company.

EC membership.

A guaranteed 25-years’ tax-exempt period.

Possible registration of capital protection trusts.

2

Disadvantages

Political instability.

3

Corporate Law

The Companies Law of 1984, with amendments of 1992, 1996

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The form of tax-exempt company

A tax-exempt Company, hereinafter referred to as the “Company”

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Conditions of the acquisition of the tax-exempt company status

1)      Paid-in share capital of at least GBP 100

2)      No changes of the shareholders, beneficial company owners or the company’s objects   without notifying the governmental institutions

3)      The register of participants should be in Gibraltar

4)      One officer of the Company should be Gibraltar’s resident. The Company’s secretary may be a corporate entity

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Permitted activities

Any activity not prohibited by the law.

A special license for banking, insurance, reinsurance and trust services is required.

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Prohibited activities

Making transactions with residents of Gibraltar, ownership of real estate in Gibraltar

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Taxation

The Company is free from any taxes and duties on operations beyond the borders of Gibraltar

9

The period of tax-free regime

Every company is issued the tax exemption certificate (income tax, property tax and stamp duty) valid for 25 years

10

The period of registration

Up to 1 week

11

The possibility to buy a shelf company

Yes, but the subsequent acquisition of tax-exempt company status is required

12

The name of the Company

Should not be identical or similar to any one registered.

The name should end in the word “Limited”.

The words: “Association”, “Bank”,  “Chamber”, “Charter”, “International”, “Group”, “Municipal”, “Royal”, “Fund” and a number of others may be used only after the approval of the Register of Companies

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The documents required for the registration

Memorandum of incorporation, the Articles of Association, the application of the availability of the registered office and of the share capital

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Who signs the incorporation documents?

At least two subscribers who appoint the first Director

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The share capital of the Company

The share capital of the company is authorized.

Minimum size of the share capital is GBP 100, this amount should be paid in.

16

The recommended share capital

GBP 2,000 divided into 2,000 shares with face value GBP 1 per share

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Shares

Only registered shares with face value are issued.

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Shareholders:

-- minimum number

-- nominee shareholders

-- trust ownership of shares

A single private individual or corporate entity

permitted

 

permitted

19

Possible re-domiciliation of the company in any other jurisdiction

Yes, but in a limited number of countries

20

Whether the law provides non-disclosure of the information:

- on the beneficial owner of the Company

- on banking operations

- Prior to exempt status being granted to the company, it is required to provide the name and address of the Beneficial Owner(s) together with a reference on the beneficial owner(s) from a bank, lawyer or accountant. Disclosure of this information do not form part of the public record and it is a criminal offence to disclose this information;

- Yes

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Directors:

-- minimum number

-- ethnic origin and  

nationality

-- status

A single private individual or corporate entity

No requirements

All rights except those within the exclusive competence of the shareholders (determined by the Articles of Association)

22

The existence in the territory of Gibraltar of:

-- registered office

-- registered agent

-- a local secretary

 

Obligatory

Not obligatory

Obligatory, should be a resident of Gibraltar

23

Meetings of

 

-- shareholders

-- directors

The meetings may be held in any part of the world and the minutes of the meetings may be kept in any place.

 

The annual meeting of shareholders is obligatory

No requirement

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The requirement of:

-- the accounting

-- preparing the annual statement

-- submission of the auditors’ opinion

Yes

Yes, including the information on the names and addresses of directors, shareholders and the number of shares owned by them as at 1 January.

Yes

25

The information available upon request of any third parties

Names and addresses of directors and shareholders, registered office, memorandum and Articles of Association, creditors’ claims

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Documents kept in the registered office

The register of shareholders and directors, creditors’ claims

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Double taxation avoidance treaties

None

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Currency control

None