Why incorporate a company in Gibraltar?

Gibraltar Companies Act 2014

The Companies Act 2014 is the principal statute governing the formation, administration, and dissolution of companies in Gibraltar. It is modelled substantially on the UK Companies Act 2006 and provides for private companies limited by shares, public companies, companies limited by guarantee, and unlimited companies. The Act establishes requirements for constitutional documents, directors' duties, shareholder rights, and company records.

English common law

Gibraltar's legal system is based on English common law. Case law from English courts is highly persuasive, and the Gibraltar courts have routinely followed English decisions on company law, contract, trusts, and insolvency. This makes Gibraltar familiar and predictable to common law practitioners. It distinguishes Gibraltar from civil law jurisdictions such as Luxembourg, the Netherlands, or BVI (which has its own statutory regime).

Company types

The most widely used structure is the private company limited by shares (Ltd). Gibraltar also permits limited partnerships under the Limited Partnerships Act, which are commonly used for fund structures. Other vehicles include companies limited by guarantee (used for non-profit purposes) and statutory bodies. Public companies listed on recognised exchanges are permitted but rare in practice.

Required documentation

Incorporation requires submission of a memorandum of association, articles of association, a form 10 (directors and registered office consent), and a form 12 (statutory declaration of compliance). The memorandum must state the company's name, confirm its Gibraltar domicile, set out the authorised share capital, and declare limited liability. The articles govern internal governance, share rights, and director powers.

Registered office

Every Gibraltar company must maintain a registered office at a physical address in Gibraltar at all times. The registered office is the address for service of legal process and regulatory correspondence. It must appear on all company stationery, correspondence, and the Companies Registry public record. Resilience Group provides registered office services as part of its company administration offering.

Share capital

There is no minimum paid-up share capital requirement for a Gibraltar private company. Shares can be denominated in any currency. Shares can be issued at a premium, and a share premium account must be maintained. There is no stamp duty on the initial issue of shares or on subsequent share transfers in a Gibraltar company — a material advantage over UK companies where stamp duty reserve tax applies.

Annual filing obligations

Gibraltar companies must file an annual return with the Companies Registry within 30 days of the return date, together with the annual return fee. Financial statements must be prepared and filed; exemptions from public filing apply to small companies. A company must maintain proper accounting records at its registered office or another location notified to the Registrar. Failure to file attracts late filing penalties.

What "territorial" means

A Gibraltar company pays corporation tax only on profits whose source is Gibraltar. This is determined by where the underlying activity, service, or income-generating event occurs — not merely where the company is incorporated. A Gibraltar company deriving rental income from UK property, or earning trading profits from a business operated in Germany, will not be taxable on those profits in Gibraltar. The company remains responsible for tax in the jurisdiction where the income is sourced.

No capital gains tax

Gibraltar does not levy capital gains tax. Gains realised on disposals of shares, real property, intellectual property, or any other asset are not subject to any Gibraltar tax charge, whether the asset is Gibraltar-sited or foreign. This applies equally to both resident and non-resident companies.

No VAT, no wealth tax, no inheritance tax

Gibraltar has no value added tax regime, no goods and services tax, no wealth tax, and no inheritance tax. Shareholder distributions (dividends) are not subject to withholding tax in Gibraltar. There is also no stamp duty on transfers of shares in Gibraltar private companies — share sales between shareholders are free of transaction tax at the Gibraltar level.

Management and control considerations

Where a Gibraltar company's directors are not resident in Gibraltar and board meetings are conducted in another jurisdiction, there is a risk that the company's central management and control — and therefore its tax residence — is located outside Gibraltar. This is determined by where the real strategic and commercial decisions are made. For companies requiring Gibraltar tax residency, appointing resident licensed directors and holding substantive board meetings in Gibraltar is the standard approach.

Directors' duties

Under the Companies Act 2014, directors owe duties to act within their powers, promote the success of the company, exercise independent judgment, avoid conflicts of interest, and not accept benefits from third parties. These duties closely mirror the codified directors' duties under the UK Companies Act 2006. Directors can be individuals or corporate entities; individual directors must be at least 18 years old.

GFSC licensing — company managers

A person or firm that provides company director services to companies on behalf of third parties as a business must hold a Company Manager licence issued by the GFSC under the Financial Services (Company Management) Act. This licence is held by Resilience Group. Individual shareholders or UBOs acting as directors of their own companies do not require a GFSC licence. The licensing requirement applies where director services are provided commercially to multiple unrelated clients.

Resident versus non-resident companies

A Gibraltar company can be either resident or non-resident for tax purposes. Residency is determined by central management and control, not by place of incorporation. A company incorporated in Gibraltar but managed from London will generally be UK tax-resident and UK-taxable, subject to the terms of the Gibraltar-UK Double Taxation Agreement. Tax residency analysis should be conducted at the outset of any company formation to confirm the intended tax position.