RSSExempt company is the original company form in Gibraltar: the concept was introduced in 1967 in the Companies (Taxation and Concessions) Ordinance. Later on it was taken by other jurisdictions. Its significant characteristic is low set up cost, which makes it the most suitable form for property and investment holding, international trading and sales agencies, especially for trading between two high tax jurisdictions.
The Gibraltar tax exempt company is a limited company, which has obtained a certificate of tax exemption from the Gibraltar Financial and Development Secretary.
Only companies having a share capital can be exempt. The company is qualified as tax exempt if it does not carry business in Gibraltar and if its beneficial owner does not reside in Gibraltar. Still, the company can be managed and controlled from Gibraltar; it is possible to have board of directors resident in Gibraltar. This does not effect company’s tax-exempt status.
Fixed Annual Tax
For tax exempt companies there is fixed amount of year payment, with a 100% penalty for late payment. Fee should be paid on 1 April of each year.
• £225 if the company is ordinarily resident.
• £200 if the company is not ordinarily resident.
• £300 in the case of a registered branch of an overseas company.
Advantages of Gibraltar Exempt Company
The benefits deriving from having tax exempt status are that the company or branch will be exempt from the following:
• Corporate taxation on profits.
• Withholding taxes on interest, fees and other payments to non resident directors or to other persons, and dividends paid to its shareholders.
• Estate duty as it has been abolished in Gibraltar.
• Stamp duty on the transfer of shares.
Uses for tax exempt company
The tax offshore exempt company, due to its low administrative and set up costs, can be used for a wide range of trading activities or investment holding purposes. These are some of the possible applications:
Property holding
Usually is for the purpose of owning commercial or residential property for which income is to be derived by way of rent. The individual's asset then becomes the shares in the company situated in Gibraltar and not the property situated in another country. The ownership of the property in the country the property is situated is still the same company, and therefore normally no taxable event occurs here either.
Investment holding
Used for confidential investments in the shares of a company or in the Stock Market generally.
Exempt companies in Gibraltar are not subject to either capital gains or income tax. Investment holding companies can therefore accumulate income and capital gains without any erosion due to taxation.
International trading
Exempt companies may be used to carry out international trading between third parties in different countries (usually from high-tax territories). They then receive commissions, or alternatively re-invoice for goods or services. Profits earned by the company in such a way will not be subject to any taxation in Gibraltar.
Banking
Opening a confidential bank account also is included in our services. Bank accounts can be used for the purpose of everyday use or investment. Such accounts remain totally confidential and all interest earned is totally tax free, subject only to exchange control regulations there may be in the country in which it is intended to open the bank account.
Tax Exemption Certificate is issued for a period of 25 years. A company incorporated in Gibraltar, as well as registered branch of an overseas company, may apply for a Tax Exemption Certificate subject to the conditions set out below. Possession of such certificate will, in return for the payment of a fixed annual tax, exempt the company or branch from further taxation in Gibraltar.
Insurance
Gibraltar licensed insurance companies are able to take advantage of the single European Insurance Market by either:
• Establishing a branch operation in any EEA member state without having to be licensed there, or
• Insuring risks directly in any EEA member state.
Company registration requirements
Description: Requirement:
Applicable Law UK Companies Act 1929
Number of shareholders One shareholder or more
Number of directors One director or more
Non-resident directors Possible
Corporate directors Legal entities possible
Corporate secretary Resident secretary reuired
Authorized capital Optional Usually 2000 Pounds
Paid up capital Minimum 1 Pound
Bearer Shares Not available
Paid up Share Capital Not less than £100
Registered agent Required
Registered office Required
Annual tax return Required
Audit Not required
Board of directors meetings No restrictions on location
Publicly available information - Memorandum & Articles of Association, registered office and agent, annual income, directors and shareholders
Other requirements:
1. No Gibraltarian or resident of Gibraltar must have a beneficial interest in the shares of the company. They still can be Nominees or working staff of the company.
2. The company does not carry out or transact any trade or business in Gibraltar unless all receipts and income arise either outside Gibraltar or from dealings with other exempt or qualifying companies and non resident persons. Companies undertaking business with residents of Gibraltar have to prepare accounts for submission to the tax authorities, but these accounts are not available to the public.
3. The company keeps its Company Register of members and its Registered Office in Gibraltar.
4. No shares are issued or transferred without the approval of the Financial and Development Secretary.
5. All limited companies (except those which are non-profit or licensed banks and insurance companies) are required to file accounts at Companies House in respect of each financial year commencing 1 April 2000.
References
All applications should be submitted with a reference of each of the beneficial shareholders which should be provided by a bank or a professional person. Additionally a little information as to the purpose of the company should be enclosed in the application.
Incorporation
Company formation can be undertaken very quickly, unless there are any specific requests as to the form, contents and certification of the corporate documents are required. more complex memoranda and articles are required. Your company can be exactly of that form that you wish, all the documents will be completed in due course at your request.
Incorporation of a Gibraltar company usually takes 3 to 5 business days. Additional legalisation (Notary, Apostille) may take another 4-6 business days. There is 0.5% stamp duty on authorised share capital with a minimum payment of £10.
Registration package of documents
Upon registration you will receive the following papers:
1. Original Certificate of Incorporation
2. Memorandum and Articles of Association
3. “First Minutes” of the Board Meeting of Directors
4. Copy of the Declaration of Compliance
5. Share certificates
Additional services such as provision of Nominee Directors, opening of bank account, etc. are available and prices will be furnished upon request.
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