Frequently Asked Questions: Gibraltar Companies

Everything you need to know about incorporating and administering a Gibraltar company — from initial setup through ongoing compliance, tax, and governance.

• How long does it take to incorporate a Gibraltar company?

  A standard Gibraltar private limited company (Ltd) can be incorporated in 3–5 business days once all KYC documents have been verified. Expedited same-day incorporation is sometimes available for straightforward applications with clean documentation.

• What types of company can be incorporated in Gibraltar?

  Gibraltar's Companies Act 2014 provides for private companies limited by shares (the most common), public companies, companies limited by guarantee, and unlimited companies. Each structure serves different purposes, with private companies limited by shares being the default choice for trading and holding structures.

• What is the minimum number of directors and shareholders required?

  A Gibraltar private company requires at least one director and one shareholder, who may be the same person. Directors may be individuals or corporate entities, and there is no requirement for directors or shareholders to be resident in Gibraltar.

• Does a Gibraltar company need a registered office?

  Yes. Every Gibraltar company must maintain a registered office address in Gibraltar at all times. This is the official address for service of legal notices and regulatory correspondence. Resilience Group provides registered office services as part of its company administration offering.

• What are the typical costs to incorporate a Gibraltar company?

  Government incorporation fees are modest — currently around £50 for the standard filing fee. Professional fees for incorporation, including preparation of constitutional documents, KYC, and filing, typically range from £1,500 to £3,000 depending on complexity. Ongoing annual administration costs are separate.

• What annual filings does a Gibraltar company need to make?

  Gibraltar companies must file an annual return with the Companies House (Gibraltar Registry of Companies) confirming the company's officers and registered office, and must also file financial statements. The annual return filing fee is currently £36. Late filing attracts penalties, and persistent non-compliance can result in the company being struck off the register.

• Are Gibraltar companies required to have audited accounts?

  Small companies meeting the size thresholds — broadly, turnover not exceeding £10.2m, balance sheet assets not exceeding £5.1m, and no more than 50 employees — may qualify for the small company audit exemption. Companies that do not meet those thresholds, and all regulated entities, must have their accounts audited by a Gibraltar-registered auditor.

• How is a Gibraltar company taxed?

  Gibraltar operates a territorial basis of taxation: only income accruing in or deriving from Gibraltar is subject to corporation tax at the standard rate of 12.5%. Income arising wholly outside Gibraltar is not taxable in Gibraltar, making the structure particularly efficient for international holding and trading companies with genuine substance elsewhere.

• What is a non-resident company and how does it work?

  A Gibraltar non-resident company is incorporated in Gibraltar but managed and controlled from another jurisdiction. Such a company is not subject to Gibraltar corporation tax on non-Gibraltar-source income. It must still file annual returns and accounts with the Gibraltar Registry and comply with all Companies Act requirements.

• What does 'management and control' mean in Gibraltar tax law?

  Management and control refers to where the strategic decisions of a company are made — typically where the board of directors meets and takes binding decisions. A company managed and controlled in Gibraltar is treated as tax-resident in Gibraltar. Demonstrating genuine management and control requires properly documented board meetings held in Gibraltar with substantive decision-making, not merely administrative meetings.

• Can Resilience Group provide nominee directors?

  Yes. Resilience Group is licensed by the GFSC as a Company Manager and can provide professional corporate directors. All directorships are subject to our governance framework, including client due diligence, board reserved matters, and a director services agreement that sets out the scope of authority and obligations on both sides.

• What is a nominee shareholder structure and when is it used?

  A nominee shareholder holds shares on behalf of the beneficial owner under a declaration of trust. This arrangement is used to maintain confidentiality of ultimate ownership in the registered records, though beneficial ownership must still be disclosed to the GFSC and competent authorities under Gibraltar's AML framework. It does not reduce tax liability or regulatory obligations.

• Can a foreign company re-domicile to Gibraltar?

  Yes. Gibraltar law permits inward re-domiciliation, allowing a company incorporated in a compatible jurisdiction to migrate its registration to Gibraltar while retaining its corporate identity, history, and contractual obligations. The process requires approval from both the home jurisdiction and the Gibraltar Registrar of Companies and typically takes 4–8 weeks.

• Can a struck-off Gibraltar company be reinstated?

  Yes. A company struck off the Gibraltar register can be restored by application to the Registrar of Companies within 20 years of dissolution. Restoration requires filing all outstanding annual returns, settling any outstanding fees and penalties, and providing evidence that the company was still carrying on business or had assets at the time of dissolution.

• What corporate governance standards apply to Gibraltar companies?

  Gibraltar companies are subject to the Companies Act 2014, which sets out directors' duties, shareholder rights, and filing obligations. Regulated entities face additional GFSC governance requirements. Best practice for companies administered by Resilience Group includes documented board minutes, a terms of reference covering reserved matters, and an annual governance review.

• Does Gibraltar have a beneficial ownership register?

  Yes. Gibraltar maintains a central register of beneficial owners of companies. Details of persons with significant control — those holding more than 25% of shares or voting rights, or otherwise exercising significant influence — must be filed with the Gibraltar Companies Registry. Access to this register is restricted to competent authorities and obliged entities for AML purposes.

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