Gibraltar

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Key Corporate Features

General Information

Gibraltar was reluctantly ceded to Great Britain by Spain in the 1713 Treaty of Utrecht; the British garrison was formally declared a colony in 1830. In a referendum held in 1967, Gibraltarians voted to remain a British dependency. Although the current 1969 Constitution for Gibraltar states that the British government will never allow the people of Gibraltar to pass under the sovereignty of another state against their freely and democratically expressed wishes, a series of talks were held by the UK and Spain between 1997 and 2002 on establishing temporary joint sovereignty over Gibraltar. In response to these talks, the Gibraltarian Government set up a referendum in late 2002 in which a majority of the citizens voted against any sharing of sovereignty with Spain. Since the referendum, tripartite talks have been held with Spain, the UK, and Gibraltar, and in September 2006 a three-way agreement was signed.

Self-sufficient Gibraltar benefits from an extensive shipping trade, offshore banking, and its position as an international conference center. The British military presence has been sharply reduced and now contributes about 7% to the local economy, compared with 60% in 1984. The financial sector, tourism (almost 5 million visitors in 1998), shipping services fees, and duties on consumer goods also generate revenue. In recent years, Gibraltar has seen major structural change from a public to a private sector economy, but changes in government spending still have a major impact on the level of employment.

Gibraltar is a peninsula at the southern tip of Spain with an area of approximately 7 sq km. It is adjacent to Africa yet within Europe, and has an historically strategic position at the junction of the Atlantic and the Mediterranean.

The population of Gibraltar is approximately 28,000 although a substantial number of the working population commutes daily from homes nearby in Spain. A number of Moroccan, British and Indian expatriates live in Gibraltar.

Gibraltar is a British Dependent Territory and is a Crown Colony with internal self-government. It has its own elected House of Assembly, which legislates on domestic matters. The United Kingdom is responsible for defence, foreign affairs, financial stability and internal security. Gibraltar is a member of the European Union by virtue of Article 227 paragraph 4 of the Treaty of Rome in its capacity as a territory for whose external relations a member state (the United Kingdom) is responsible.

Gibraltar enjoys special status within the Community and is exempted from the Common Customs Tariff, the Common Agricultural Policy and Value Added Taxation. It is politically stable and the current Government actively promotes Gibraltar as a first-class international financial centre.

Since the opening of the border with Spain in 1985, the level of tourism and investment has increased dramatically. Several international banks and insurance companies have offices in Gibraltar.

Gibraltar has excellent modern postal and telecommunications systems. Thanks to a joint venture between the Gibraltar Government and the Nynex Corporation of the USA, Gibraltar enjoys the latest in digital and fibre-optic telecommunications.

There are daily flights between Gibraltar and London and frequent scheduled air services to Manchester, Luton and Tangier. Although it is not at present possible to fly direct from Gibraltar to Spain and other destinations the airports at Seville, Jerez and Malaga can easily be reached by road and provide direct services to many international destinations. The official and spoken language is English although Spanish is spoken widely.

Currency: UK Pound. Local notes and coins are produced but UK Currency is accepted, as is the Spanish Peseta, with most shops displaying dual currency price tags. There is no exchange control.

The type of law is Common Law based on English Common Law. Principal Corporate Legislation Based on the United Kingdom 1929 Companies Act (as amended) and the Companies Ordinance 1984 (as amended).

Company Information

The type of company for International Trade and Investment is the Exempt Company. The 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.

The following restrictions on trading apply: an exempt company can’t trade within Gibraltar or undertake the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other activity associated with the finance industry. A company incorporated in Gibraltar has the same powers as a natural person.

Language of Legislation and Corporate Documents is English. A registered office is required, it must be maintained in Gibraltar. Shelf companies are available. Subject to name approval, a company can be incorporated within five working days.

There are restrictions on 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.

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.

The following names 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. The following suffixes denote limited liability: Limited or Ltd.

In order to obtain exempt status, an application has to be made to the Financial Services Commission. The application must include the name and address of the beneficial owner(s), and bank character references relating to the beneficial owners. This information is not on public record.

Compliance

The authorised and issued share capital is normally £ 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 and paid up capital is £ 100.

The following classes of shares are permitted: registered shares, bearer shares (but unusual in the case of an exempt company), preference shares and redeemable shares or shares with or without voting rights.

A Gibraltar Exempt Company is exempted from local taxation. If the company takes office physically in Gibraltar, a payroll tax and a business property occupation tax may be applicable, there’s a tax cap at 15% of the profit. Gibraltar is not a party to any double tax treaties.

The licence fees for an active exempt company are £ 300 per year, there’s a £ 150 fee on inactive companies.

There is no requirement to file financial statements, but a company must keep records to reflect its financial affairs. The minimum number of directors is one, who may be a natural persons or a body corporate. They may be of any nationality, and need not be resident of Gibraltar. All Gibraltar companies must appoint a resident company secretary, who may be a natural person or body corporate. The minimum number of shareholders is one.

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