Gibraltar

COMPANY INFORMATION

Procedure to Incorporate

Filing of Memorandum and Articles of Association, Statement of the Situation of Registered Office, a statement declaring the Authorised Share Capital and a Declaration of Compliance.

Restrictions on Trading

Cannot trade within Gibraltar or remit income to Gibraltar if the Company is to retain its non resident status for tax purposes. A Non Resident company cannot undertake the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other activity associated with the finance industry.

Powers of Company

A company incorporated in Gibraltar has the same powers as a natural person.

Language of Legislation and Corporate Documents

English.

Registered Office Required

Yes, must be maintained in Gibraltar.

Shelf Companies Available

Yes.

Time to Incorporate

Subject to name approval, a company can be incorporated within five to eight working days.

Name Restrictions

Any name that is identical or similar to an existing company. Any name which, in the opinion of the Registrar, is undesirable or offensive. Any name that suggests royal or government patronage. Any English name, or their foreign language equivalent, which may imply a field of activity associated with the banking or finance industry.

Language of Name

The name can be in any language that uses the Latin alphabet, but must be accompanied by a translation to ensure that the name is not prohibited or licensable.

Names Requiring Consent or a Licence

The following names or their derivatives require consent or a licence: bank, building society, insurance, assurance, reinsurance, fund management, asset management, investment fund, trust, trustees, municipal, Chamber of Commerce, co-operative or their foreign language equivalents. "International" and "Gibraltar" cannot be used without consent unless they are bracketed.

Suffixes to Denote Limited Liability

Limited or Ltd.

Disclosure of Beneficial Ownership to Authorities

The names of the shareholders are required to be listed on the Annual Return and Incorporation documents. The identity of the beneficial owners of the Gibraltar Non Resident Company may remain confidential if corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.

COMPLIANCE

Authorised and Issued Share Capital

Usually £ 2,000 divided in to 2,000 shares of £ 1 each. This being the maximum authorised share capital for the minimum capital duty payable upon incorporation. The authorised share capital may be expressed in any currency. The minimum issued capital is £ 100.

Classes of Shares Permitted

Registered shares, preference shares and redeemable shares or shares with or without voting rights.

Taxation

A Gibraltar Non Resident Company does not fall under the Gibraltar tax system and therefore is not required to register or file in Gibraltar for taxation purposes. In addition there is no wealth tax, Capital Gains Tax, gift tax or Value Added Tax.

Double Taxation Agreements

Gibraltar is not a party to any double tax treaties

Licence Fees

£200 per year.

Financial Statements Required

All limited companies are required to file accounts, however it the company qualifies as a “small company” an abridged balance sheet is permissible and there is no requirement for an audit or profit and loss accounts. To qualify as a small company two of the following three requirements should be met: § Net Annual Turnover below £4.8 million§ Total Balance Sheet value below £2.4 million§ The number of employees should not exceed 50 A medium sized company is required to file a Profit and Loss, Balance Sheet and an Auditor’s report, to qualify as “medium company” two of the following three requirements should be met: § Net Annual Turnover must not exceed £19.2 million§ Total Balance Sheet value below £9.6 million§ The number of employees should not exceed 250 A large company must file Profit and Loss Statements, Balance Sheet and an Auditor’s Report.Accounts are not available to the public.

Directors

The minimum number of directors is one, who may be a natural persons or a body corporate. They may be of any nationality, and a non resident of Gibraltar.

Company Secretary

All Gibraltar companies must appoint a resident company secretary, who may be a natural person or body corporate.

Shareholders

The minimum number of shareholders is one and should be a non resident of Gibraltar.

Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.