Establish a Branch in Gibraltar
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A branch is an extension of the foreign parent company that does not have its own legal identity and thus is fully dependent on the mother company. It offers the investor the possibility to engage in economic and trading activities in Gibraltar and establish a strong client base there.
A branch is a good option for foreign companies that want to control the activity of the Gibraltar company. However, the foreign company must be prepared to deal with any liabilities or debts that may be incurred by the branch in Gibraltar.
|Applicable legislation|| |
Best used for
|Banks and financial institutions as well as other types of businesses that maintain a close link with the parent company|
Minimum share capital
|Time frame for the incorporation (approx.)|| |
|Legal representative required|| |
|Local bank account|| |
|Independence from the parent company||No|
|Liability of the parent company||Full liability|
|Corporate tax rate||10%|
|Possibility of hiring local staff||Yes|
Gibraltar offers a good economic environment and a strategic position for foreign investors. Recent developments in the country have made it increasingly attractive for investments in various business fields and foreign companies that want to establish their presence there can open a branch in Gibraltar.
Registering a Gibraltar branch office
Like other types of legal entities, the branch must be registered in order to carry out the same activities as the parent company. The founder must submit the following documents to the Companies House in order to register a branch in Gibraltar:
- information about the parent company’s official name which must be the same as the branch office’s name;
- information about the country in which the parent company is incorporated;
- a declaration containing information about the company’s directors;
- copies after the articles of association of the foreign company;
- information about the appointed authorized personnel in Gibraltar, who must be a resident;
- information about the foreign company’s latest financial accounts which must be submitted to the Gibraltar authorities.
The documents listed above are to be submitted within one month of opening the branch (that is, one month after commencing the activities in Gibraltar). Others may also be required:
- a list of the company’s current members;
- a Certificate of Good Standing;
- information on any mortgages of charges that exist on the company (if applicable and in accordance with Section 168 of the Companies Act – the provisions thereof can be described in detail by our team).
A registration fee must also be paid when making the application. The documents must be translated into English.
If you want to open a branch office in Gibraltar, you can watch the video below on the company registration procedure:
Special requirements for filing the accounts
As previously listed, the company which registers a branch in Gibraltar will need to provide adequate documentation concerning its financial situation. The following rules apply according to the parent company’s country of origin:
- For the registration of an EU company branch: the filing of the accounts with the bank registration application is mandatory in all cases; these companies are also ones that need to file accounts in their country of origin;
- In case of the registration of a non-EU company branch: when the company is incorporated outside the EU it will file accounts if the parent company is required to file these accounts in its state of origin.
Simply put, all parent companies that are required by law to file accounts in their country of origin will also be asked to disclose these accounts as part of the initial documentation when they choose to set up a branch in Gibraltar.
A company that is not required to disclose its accounts in its country of origin will not be required to submit its accounts upon the registration of the branch, however, it will have a period of 13 months, after the end of the accounting reference period, to file these accounting documents.
The Registrar will accept the copies of the accounts prepared for the parent company in the format that is accepted in the parent company’s home country, even if this format is different from that accepted in Gibraltar.
As for all documents, when the accounts are not originally drawn up in English, they will be accompanied by a certified English translation.
The duties of a branch upon its registration in Gibraltar
Once it is duly registered the branch will need to comply with the following:
- Notify the Registrar of any alterations to the information initially registered; the change must be notified within 21 days of its occurrence;
- Submit the annual returns, according to the Companies Act; every company with a share capital is required to submit the annual return;
- Deliver the accounts as previously noted, within one month of setting up the activities of 13 months after the end of the relevant accounting period;
- Our team can help you understand these requirements and ensure full compliance during the branch’s activities in Gibraltar.
Taxation of branch offices in Gibraltar
Opening a branch office in Gibraltar has many advantages, among which the fact that it allows a foreign company to operate in this small country, compared to the liaison office, for example.
Related to the taxation of the Gibraltar branch, it may have the same accounting period as the parent company, however it will be taxed in the Rock. The corporate tax rate applicable in Gibraltar is 10%- one of the lowest rates in Europe. The parent company must also issue a copy of its financial statements for the branch to file them with the Gibraltar Trade Register.
You can rely on us for accounting services in Gibraltar.
FAQ on setting up a branch office in Gibraltar
Here are a few of the most common questions our Gibraltar company formation consultants receive about registering a branch office:
- How long does it take to set up a branch in Gibraltar?
The process of registering a branch in Gibraltar takes around 2 weeks.
- Is it hard to open a bank account for a Gibraltar branch?
The bank account opening is not difficult even if it takes longer, as this is the standard procedure for any type of company in Gibraltar.
- Do I need to come personally and apply for registration of the branch?
No, there is no need for a representative of the parent company to come and file for the registration of the branch office.
- Does the branch office need a local director?
The branch office is not required to appoint a local director, the director can be a foreign national.
- Does the branch office need a company secretary?
No, there is no need for a company secretary when opening a branch in Gibraltar.
Other options for foreign companies in Gibraltar
A foreign company can choose to register a branch in Gibraltar or establish another place of business in the jurisdiction. Another valid option, which can be a suitable choice for some companies, is re-domiciliation.
As previously stated, the branch is a permanent establishment in Gibraltar that deals directly in the name of the parent legal entity abroad.
The alternative is for a foreign company to register a place of business. This is required when the company habitually engages in doing business from Gibraltar (even if that said company has no physician collection with Gibraltar).
A company that cannot register as a branch can register as a place of business. The company cannot register as a branch when:
- it is a UK-incorporated business;
- it is not a limited company;
- its activities are insufficient in order to define it as a branch.
A foreign company that establishes a branch or a place of business will always remain a foreign company. However, when the foreign company chooses to be re-domiciled in Gibraltar, it will become a Gibraltar company once the registration process is complete.
Please contact our company registration agents in Gibraltar if you want to know more about investing in this country and other types of business entities available for foreign investors.