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?

  The Companies House fee for incorporating a company is £100, plus £10 stamp duty on the nominal share capital. 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 Companies House within 30 days of their return date and must also file financial statements. The Companies House fee for an annual return filed on time is £103, rising to between £257.50 and £412 for a late return. A company that files no annual return for three calendar years can be struck off under section 411 of the Companies Act 2014.

• 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 15%. 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 corporate 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?

  Gibraltar law provides for inward continuation where the home jurisdiction permits outward migration and the applicable Gibraltar requirements are met. Timing depends on both jurisdictions, the company's status and the documents required. Obtain a structure-specific timetable; existing contractual and regulatory consequences should be reviewed separately.

• Can a struck-off Gibraltar company be reinstated?

  Yes. The company, or an aggrieved member or creditor, can apply to the Registrar of Companies under section 414 of the Companies Act 2014 within 10 years of the strike-off notice, with an affidavit and a fee of £200 to £1,000. Outstanding annual returns and fees will need to be dealt with. The Registrar may refuse to consider the application and require an application to the Supreme Court under section 415, and in our experience he often does, so plan for a court application. After 10 years, only the court can restore the company.

• 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. Under the Register of Ultimate Beneficial Owners, Nominators and Appointors Regulations 2017 (RUBOR), every Gibraltar company must submit details of its ultimate beneficial owners to the UBO Register within 30 days of incorporation, and must notify any material change within 30 days. A beneficial owner is an individual holding more than 25% of the shares or voting rights, directly or indirectly, or otherwise exercising control. The register is separate from Companies House and has been publicly searchable since 2020.

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