Open a Subsidiary in Gibraltar
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Gibraltar is a sought destination for investments by foreign enterprisers. Considering the low-tax regime and excellent financial services, Gibraltar has a promising economy. This country is also a favorable offshore jurisdiction with the great advantage of being located in Europe. However, Gibraltar is fully compliant with all EU regulations. Foreign investors wanting to set up a subsidiary there may choose between the following types of companies:
- companies limited by shares;
- companies limited by guarantee with a share capital;
- companies limited by guarantee without a share capital;
- unlimited companies with or without a share capital.
In order to choose the right type of company, it is advisable to request the services of agents in company registration in Gibraltar.
Requirements for opening a subsidiary in Gibraltar
When establishing a subsidiary in Gibraltar, foreign investors must comply with all the requirements of the Companies Act. The first thing foreign enterprisers must know is that Gibraltar companies are not required to deposit a minimum share capital, except when registering a private limited company that requires a minimum share capital of 100 GBP.
Subsidiaries in Gibraltar must have at least one shareholder, a manager or a director and a secretary. According to the law, nominee shareholders and directors are permitted in Gibraltar. The Gibraltar subsidiary must also have a registered office where the statutory books must be kept.
Gibraltar subsidiaries are required to inform the Trade Register about the company’s registered office, directors and secretary and share allocation or transfer. Gibraltar subsidiaries are also required to file their annual accounts with the Companies Register. Subsidiaries with a turnover that does not exceed 4.8 million GPB per year are not required to file audited accounts. Our accountants in Gibraltar are at your disposal with various services.
Find out from this video how you can open a subsidiary in Gibraltar:
Steps and documents to be submitted when opening a subsidiary in Gibraltar
The first step when opening a subsidiary in Gibraltar is to obtain approval for the chosen name with the Trade Register. Once the name is approved, the following documents will be submitted:
- the subsidiary’s memorandum and articles of association which must be notarized,
- a declaration of compliance issued by the shareholders of the foreign company,
- information about the registered office of the subsidiary in Gibraltar (a virtual office can be used for this purpose),
- a statement of the nominal share capital which must be deposited in a local bank.
A registration fee must also be paid upon incorporation. The registration procedure does not take more than five days, but for an additional fee a subsidiary may be registered within 24 hours. Once the Gibraltar subsidiary is registered, the Trade Register will issue a certificate of incorporation.
The advantages of opening a subsidiary in Gibraltar
Most foreign companies interested in establishing a presence in Gibraltar must choose between the subsidiary and the branch office. In order to understand the differences between them, we have enumerated the advantages of setting up a subsidiary in Gibraltar below:
- compared to the branch office which is totally dependent on the parent company, the subsidiary is an independent business entity;
- the subsidiary can be registered under one of the forms mentioned above, including the limited liability company – the most popular business form in Gibraltar;
- from a taxation point of view, the subsidiary will be imposed with the local corporate tax;
- the subsidiary can undertake other activities than the parent company carries out in its home country.
Taxation of subsidiaries in Gibraltar
As any other resident company, the subsidiary will also fall under Gibraltar’s tax regulations. This implies a corporate tax of 10%, which is one of the lowest in Europe. This tax will only be imposed on the income derived here. Incomes made outside Gibraltar are not taxed here, such as the profits of the parent company. The main tax advantages a subsidiary can benefit from in Gibraltar are the lack of capital gains and royalties taxes. Also, Gibraltar has enabled a tax imputation system which provides for tax exemptions on dividend payments.
FAQ on opening a subsidiary in Gibraltar1. Which is the law regulating the incorporation of a subsidiary in Gibraltar?
The Companies Act 2014 is the law that stipulates the main conditions for company incorporation in Gibraltar and it contains the main provisions related to doing business in this country.
2. What are the main types of companies that can be opened in Gibraltar?
According to the Companies Act 2014, these are the main types of entities for doing business in Gibraltar:
- A company limited by shares;
- A company limited by guarantee with or without a share capital;
- An unlimited company with or without share capital.
An investor should prepare and send to the local Trade Register the following documents:
- Application to register a company
- Memorandum of Association
- Articles of Association
For details about registration fees, please contact our company incorporation agents in Gibraltar. You can also request the services of our company formation representatives in Gibraltar for setting up a subsidiary here.