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NON-RESIDENT GIBRALTAR COMPANY FORMATION. INCORPORATE OFFSHORE COMPANY IN GIBRALTAR Welcome to Coddan online Gibraltar Tax-Exempt and Non-Resident Companies formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Gibraltar jurisdiction and the powers granted to Gibraltar companies. We will guide you through the process of registering your Gibraltar companies and establishing your registered identity. Complete and submit application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed Gibraltar company within five business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of Gibraltar companies incorporation packages, offered by Coddan and to find above, what kind of service is included in this or that Gibraltar companies formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company registration within Gibraltar, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. A Gibraltar Company must have its registered office in Gibraltar. Coddan can arrange this facility and will act as the Company Secretary of the entity. The Statutory Registers must be held in Gibraltar, at the registered office. Accounts are required to be produced to shareholders at annual general meetings and these must be audited by Gibraltar auditors, but the accounts are not required to be filed and are not open to public inspection. An annual return must, however, be filed at the Companies Registry once a year. This annual return gives details of the directors of the company, the company's share structure and the shareholders' names and holdings. A Gibraltar company only requires a structure of one shareholder. It is possible for a company to have corporate shareholders. In view of the requirement to show shareholdings on annual returns, it may be preferable for nominees to hold the shares. Coddan can arrange nominee shareholders if so requested. It will nevertheless be necessary to give the authorities, who are bound by secrecy provisions, not to disclose information to third parties, details of the beneficial ownership of the shares, when applying for exempt status. Directors' details are shown on Public Record and their names have to be printed on the company notepaper. It is permissible, however, to have corporate directors' whenever such are desired. Coddan can also provide the facility of nominee directors is so desired.

1. Good geographical location and bilingual (English and Spanish) territory. 2. Cost effectiveness and attractive fiscal regime for offshore investors. 3. Excellent reputation, stable government and special status within the European Union. 4. Excellent infrastructure and communications. 5. No exchange controls. 6. Non-resident companies are tax exempt; except for the part of profits transferred over to Gibraltar. 7. Only one shareholder and a director are sufficient for registration. 8. Directors can be individuals as well as business entities. 9. Gibraltar is a reputable finance center within the European Union. Companies incorporated there compare favorably to those registered in purely offshore jurisdictions. 10. A Director can be of any nationality. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

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It is the only British offshore centre that can and will increasingly be able to provide financial institutions with passporting rights and access to the single European market for financial services. A number of factors make Gibraltar attractive for offshore business conduct:

• Good geographical location and bilingual (English and Spanish) territory
• Cost effectiveness and attractive fiscal regime for offshore investors
• Excellent reputation, stable government and special status within the European Union
• Excellent infrastructure and communications
• Favorable tax status for offshore banks
• No exchange controls

Our company's main strength is its team, which comprises of more than twenty multi-discipline professionals, including association with commercial lawyers, accountants, company secretaries, bankers, international trade and investment specialists and experienced corporate administrators providing professional corporate services from our offices to clients all over the world. Our aim is to establish a close working relationship with our clients and, because of this, all new clients are provided with an initial consultation with no cost or commitment, which will enable them to evaluate the nature and scope of their specific requirements. We provide everything you need to easily and affordably incorporate your business in Gibraltar. Coddan provides complete and confidential Gibraltar corporate management services. Included are wide ranges of financial and administrative services to individuals and corporate entities, as a base for their international and local business activities in Gibraltar. Our mission is to provide high quality services to our clients over the long-term at competitive fees. You will find that we are able to render certain additional services exceedingly valuable when the time factor is of special importance.

Please pay careful attention to the following instructions if you plan to incorporate a non-resident or tax-exempt company Gibraltar through Coddan. If you are interested in having Coddan provide nominee directors, nominee shareholders, bank account signatories, administrative or clerical services, or grant general power of attorney for the proposed company, you may order this service online. Your reasons for incorporating in Gibraltar cannot be determined by Coddan, although we can refer you to the appropriate professionals for business planning, legal or tax advice. You should know who your shareholder(s), director(s) and officer(s) are, the overall structure and organization of your company, and you must confirm agreement by all parties involved before you proceed with the incorporation.

Unless you are paying by credit card, wiring instructions will be provided separately upon application. The total amount due, including all government fees, must be paid in advance. Coddan will not incorporate your company and cannot release company documentation (including the Memorandum and Articles of Association, company seal, share certificates, etc.), or take further action on behalf of the company, until it has confirmation of your payment. Our Pricing Schedule is made readily available on this site. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If everything proceeds as planned, you will have all corporate documents within five business days of your incorporation request. Your possession of these documents finalizes the incorporation process and grants you the right to use the powers of the company as provided for under Gibraltar law. If Coddan is serving as Director, we will retain the original documents and company seal, and send you a copy of the memorandum and articles of association.

Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.

Please read the following before you get started:

GIBRALTAR EXECUTIVE SUMMARY

Gibraltar is self-governing but a dependent territory of the United Kingdom, and entered the EU along with the UK. It does not belong to the EU's VAT, CAP or common external tariff regimes. However Gibraltar has implemented much EU financial legislation and can apply Common European Passport regulations in the insurance, banking and fund management spheres. In practice there are sometimes difficulties connected with the long-running row between the UK and Spain over Gibraltar's status.

All our Gibraltar NON-RESIDENT companies are general trading companies which include Certificate of Incorporation & Memorandum and Articles of Association. 5-8 days incorporation service which enables you to appoint director & secretary details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. Nominee Director service for 12 months - £166.00 2. Nominee Shareholder service for 12 months - £110.00 3. Apostilled Certificate of Good Standing - £200.00 4. Apostilled Certificate of Incorporation - £100.00 +44 (0) 207.637.3802 info@ukincorp.co.uk

At a meeting in Barcelona in November boycotted by Gibraltar, British and Spanish Foreign Ministers agreed on a fast timetable for developing new sovereignty proposals. But by mid-2002 Jack Straw and Ana Palacio, newly appointed Spanish foreign minister, were battling to save the talks from collapse. Each side has a non-negotiable position which is unacceptable to the other: for the Spanish it is the need for them to give up their long-term aspiration to regain full sovereignty over Gibraltar; and for the British it is the need to accept some degree of Spanish control over their military base on the Rock.

The official language is English but Spanish is widely used. The British military and naval base once dominated Gibraltar's economy but no more, leaving behind a highly educated population with high unemployment. The excellent port facilities have not yet been fully re-utilised. Tourism has become a major contributor to the economy, particularly visits by cruise ships. The airport connects with the UK and some other destinations, but it's necessary to cross into Spain for wider connections. Gibraltar was one of the first of the British dependent territories to develop tax-exempt corporate forms for offshore business. It has quite high internal income taxes, but offers low-tax regimes to both companies and individuals, as well as incentives for incoming investment. It is probably the cheapest European offshore jurisdiction in which to operate but is smaller than many of its rivals.

There is a sophisticated business and professional infrastructure. Business sectors with offshore activity include banking, insurance, investment fund management, trust management, shipping, and investment holding companies. Lately there has been an influx of UK betting and gaming operations fleeing high taxes and using the very good telecommunications facilities to offer Internet betting services. It seems likely that Gibraltar will be one of the most attractive offshore locations for e-commerce business aiming at the EU market. Gibraltar's situation within the EU is unique. On the one hand, its legislative endeavours would seem to have established it as a very cost- and tax-effective base for European trading and financial operations, and unlike some European IOFCs it is not overcrowded; on the other hand, it is vulnerable to pressure from the UK and the EU.

In July 2002 the government announced new tax and company regimes which will operate from July 2003, which it hopes will maintain its attractiveness towards business while satisfying the OECD and the EU. In March, 2003, the EU's Council of Finance Ministers confirmed that the reforms do not constitute harmful tax measures. Nevertheless, there is still one hurdle to overcome in the form of the European Commission who must make a ruling on the tax reforms according to the State Aid criteria - and Spain is attempting to influence this process to Gibraltar's disbenefit. However, the government's European legal advisers, and the UK government are of the firm view that the scheme complies with State Aid rules.

GIBRALTAR DOMESTIC CORPORATE TAXATION

In Gibraltar there is no capital gains tax, sales tax or VAT. The main tax for companies is corporation tax, and there are withholding taxes; there are also stamp duties on certain transactions, and property taxes ('rates'). Assessment and collection of tax is administered by the Commissioner of Income Tax; the tax year runs from 1st July to the following 30th June. In July 2002 Gibraltar's Chief Minister, Peter Caruana announced a new corporate taxation policy setting a zero rate of corporation tax for all companies but introducing new taxes on company personnel and property occupation which will be capped at 15% of profits.

The existing corporate forms which allowed zero taxation, the Exempt and Qualifying companies, will be abolished, although there is no news yet about the possible grandfathering of existing companies. Reform has been forced on Gibraltar by its commitment to transparency under the OECD's harmful tax initiative (ending 'ring-fencing') and even more by the EU's State Aid rules, which the Commission has begun to use to attack practices listed by the Code of Conduct Committee chaired by Britain's Dawn primarolo - these included Exempt and Qualifying companies. In fact, Gibraltar had halted the Commission's action in its tracks at the European Court of Justice on a technicality, but has evidently accepted that sooner or later the overtly 'offshore' corporate forms would have to go.

The new taxes, which came into force from 1st January 2003, are:

A "Company Payroll Tax" (similar to what exists in Bermuda and elsewhere) will be introduced in respect of employees in Gibraltar. This will be charged at a sum per annum per employee. This payroll tax is a tax on the company and is payable by the company only. A new Business Property Occupation Tax will be introduced in respect of property occupied in Gibraltar by companies for business purposes. In addition, all companies will pay an annual companies registration fee of £300 p.a. (if the company has income) or £150 (if the company has no income) inclusive of current annual return fees.

In addition, and subject to EU clearance, two sectors of the economy only will pay a new tax on profit. The sectors are financial services providers and utility companies. The intended rate of profits tax for financial services providers is 8%, and will be subject, aggregated to the other taxes, to a maximum cap of 15% of profit. Since the taxes are capped at 15%, local companies which currently pay 20% or 35% profits tax will be better off, while 'offshore' companies will be worse off only if they employ staff or occupy premises locally. Many companies, particularly those used to hold Spanish property interests, do neither.

In March, 2003, the EU's Council of Finance Ministers confirmed that the reforms do not constitute harmful tax measures. Nevertheless, there is still one hurdle to overcome in the form of the European Commission who must make a ruling on the tax reforms according to the State Aid criteria. Spain is attempting to influence this process to Gibraltar's disbenefit. However, the government's European legal advisers, and the UK government are of the firm view that the scheme complies with State Aid rules. The remainder of this section deals with the existing tax system that applies to the year 2002.

SCOPE OF CORPORATION TAX

Corporation (income) tax is levied under the Companies (Taxation and Concessions) Ordinance. Ordinarily resident companies pay income tax on their worldwide income. As applied to a company, 'ordinarily resident' means: a company the management and control of whose business is exercised in Gibraltar; or a company which carries on business in Gibraltar and the management and control of which is exercised outside Gibraltar by persons ordinarily resident there within the meaning of the Ordinance; or in the case of an investment company (i.e. whose income mainly arises other than from the gains or profits derived from any trade, business or employment), which is domiciled anywhere outside Gibraltar, where control of the company, through shares or voting powers, is exercised by persons ordinarily resident in Gibraltar.

A non-resident company is defined as: a company which is incorporated in Gibraltar (whether or not exempt), owned by non-residents of Gibraltar and managed and controlled by directors who reside and hold board meetings outside Gibraltar. A non-resident company pays Gibraltar corporation tax only on its income derived from or remitted to Gibraltar.

CORPORATE TAX RATES

Taxable profits are charged with corporation tax at 35%. From the 1999/2000 tax year there is a scale of lower rates between 20% and 35% for companies with profits between £35,000 or less and £105,000, providing 80% of turnover is from trading activity.

CALCULATION OF TAXABLE BASE

For companies, corporation tax is normally assessed for income arising in the previous fiscal year. Allowable expenditure needs to be incurred 'wholly and exclusively' for the business; however, mixed private/company expenses can often be apportioned. The rules for depreciation of business assets are as follows: for fixtures and fittings, plant and machinery acquired after 30/6/87: 15% on the reducing balance; ditto, acquired before 30/6/87: 25% on the reducing balance; office machinery: 20% on the reducing balance; industrial buildings: 4% of cost per annum; ships: 10% of cost per annum; capital payments for leasehold premises: over the period of the lease, up to 12 years maximum. Disposal proceeds above w.d.v. count as taxable income, but balancing allowances are available if new, cheaper equipment replaces obsolescent equipment.

Losses can be carried forward indefinitely, but not backwards. There are opening and closing year rules, except for 'qualifying' companies, which are assessed on an actual, not previous year basis. The EU's Fourth and Seventh Directives are being incorporated into Gibraltar law during 2000, and will presumably apply to company and group accounting as from the next tax year. Although Gibraltar has no double tax treaties, relief is given in respect of UK tax paid on income also chargeable in Gibraltar, and to a lesser extent on similar Commonwealth tax. By concession, other foreign tax paid on remitted income is allowed as a deduction.

Under the EU Parent/Subsidiary Directive 90/435, a Gibraltar company holding more than 25% of the shares of another normally-taxable EU company does not pay tax on dividends received; similarly a tax-paying Gibraltar company holding more than 25% of the shares of another EU company does not have to deduct withholding tax on dividends paid to that other company. Qualifying and tax-exempt companies are not covered by this rule.

WITHHOLDING TAX

Resident companies must deduct withholding tax at 35% from dividends paid out; if the tax deducted is more than the company's mainstream tax bill, the excess is payable; if the tax deducted is less than the company's mainstream tax bill, the difference is carried forward and set off against any future excess. Interest payments made by a company in respect of a mortgage, debenture or loan of a capital nature, payments made to non-residents for management consultancy or similar services, and royalty payments are subject to the deduction of tax at the standard rate applicable to the recipient, i.e. 30% for individuals and 35% for companies.

TAX TREATMENT OF OFFSHORE OPERATIONS

Exempt private companies, which can be resident or non-resident, pay no tax on their income (other than the yearly registration fee of G£225 if resident or G£200 if non-resident), and apply no withholding tax to payments they make. No stamp duty is payable on any document or transaction relating to the exempt company's shares; however an exempt company does pay, like all companies, 50p capital duty per G£100 of its authorised share capital on incorporation. This is the most commonly used corporate form in Gibraltar; Captive insurance companies, for example, would normally be exempt companies. An exempt company must obtain a certificate of tax exemption, which is valid for 25 years, from the Financial and Development Secretary.

Branches of overseas incorporated companies, which have to be registered with the Registrar of Companies, and pay an annual registration fee of G£300, can also be exempt and benefit from the same tax exemptions as an exempt company. Branches also must obtain a certificate of tax exemption from the Financial and Development Secretary.

Gibraltar 1992 Companies, although they are not 'offshore' in the usual sense of the word, and indeed pay normal rates of corporation tax in Gibraltar, were brought into being to allow efficient low-tax passage of dividends through Gibraltar, when the EU Parent/Subsidiary Directive 90/435 came into force. Exempt and qualifying companies cannot benefit from the Directive because they are not 'normal' tax-payers, while 'normal' Gibraltar companies deduct high rates of withholding tax. The 1992 company is 'normal' but deducts withholding tax at only 1%; thus as a holding company the 1992 is a highly efficient means of extracting dividends from EU companies with only 1% withholding tax.

Qualifying Companies (or indeed branches), register under the Income Tax (Qualifying Companies) Rules 1983 (cost £250) and pay tax on their profits at the 'prescribed' rate (ie at the rate stated on their certificate, obtained as with exempt companies from the Financial and Development Secretary). The rate can be anywhere between 0% and 35%, as agreed between the company and the Secretary. Withholding tax rates applicable to qualifying companies normally follow the prescribed mainstream rate. The purpose of qualifying companies, which are essentially a form of exempt company, is to pay enough tax to bring them within the 'normality' criteria of CFC (Controlled Foreign Corporation) rules in their home country and/or to obtain beneficial treatment of dividends paid to investors in their home countries. Qualifying companies need to submit accounts to the Gibraltar Commissioner of Income Tax, and normal income tax legislation applicable to resident companies is applied to calculate the assessable profits of the company. Although the qualifying company is subject to tax at a variable rate, as explained above, most of the current qualifying companies are taxed at 5%. NB: The UK Chancellor announced changes to the UK CFC rules in October 1999, naming Gibraltar as one of the territories affected, but the precise impact of the changes was not immediately clear.

Gibraltar Non-Resident Companies are not liable to taxation, other than on income accruing in, derived from or received in Gibraltar, or income arising directly or indirectly through their Gibraltarian agents. However, some types of Gibraltarian income are exempted, including income from the ownership, chartering or operation of any ship, and interest income from bank deposits and tax-exempt Government bonds. Assessments on non-resident companies may be made in their own name or in the name of their agent in Gibraltar.

Trust income is exempt from tax under the Income Tax (Allowances, Deductions and Exemptions) Rules 1992 if: the trust is created by or on behalf of a non-resident person; and the income either accrues or is derived outside Gibraltar, or in the case of income received by a trust would, if it had been received directly by the beneficiary, not be liable to tax under the Income Tax Ordinance; and except in the case of a trust created before 1/7/83, the terms of the trust expressly exclude residents of Gibraltar (as beneficiaries).

NB: Interest income received from a Gibraltar bank is normally exempt from taxation.

TAXATION OF FOREIGN EMPLOYEES OF OFFSHORE OPERATIONS

There are no special rules applying generally to the foreign or Gibraltarian employees of offshore operations, who will pay tax according to the normal rules if they are resident in Gibraltar; however there are some special arrangements for expatriate executives and other workers with specialist skills. Subject to various conditions, such an individual who works for an exempt or qualifying company can apply to the Financial and Development Secretary for a certificate which limits their annual tax bill to G£10,000, regardless of income. A qualifying individual is known as a Category 3 Individual.

A comparable scheme exists for specially skilled individuals working for other types of company, limiting tax to £5,000 if income is up to £50,000, or £10,000 otherwise. Such individuals are known as Category 4 individuals.

Offshore Activities. High Net-Worth Individuals are permitted to hold shares in an exempt company or a qualifying company, and to hold deposits in Gibraltar banks; income from these sources is only taxable (for the company) if paid to the HNWI for his own use in Gibraltar.

Employment and Residence. There are no special privileges for the employees of non-resident or offshore entities in Gibraltar, but see above for the rules regarding High Net-Worth Individuals and Expatriate Executives. For taxation purposes, an individual is either resident or non-resident, and nationality is not a factor in determining tax status. An individual is considered resident in Gibraltar if he resides there for more than 183 days in any one tax year (1st July to 30th June in the following year).

A non-resident individual will be taxed on income derived from, accrued in or received in Gibraltar; however payments from exempt or qualifying companies are tax-exempt, as is bank interest. Withholding taxes will be charged on payments from other Gibraltar companies, at 30% for an individual. Property bought by a non-resident may be owned by an individual applicant or joint applicants, or alternatively, in the name of a company of which the applicant is the 100 per cent beneficial owner and over which he/she has full and effective control. In fact there are tax advantages if the property is purchased through a Gibraltar company. It is not essential that the property be purchased prior to approval of an application. However, the property to be purchased must be stated before an agreement will be entered into between the applicant and the vendor of the property so that on payment of a refundable deposit the property would be reserved for the applicant until the application is considered by the Government. Once the application is approved the applicant, on completion of the purchase of the property, will obtain a permit of residence.

A permit is renewable after a specified term providing the requirements are met and the property is owned by the applicant. The holder of a residence permit need not live in Gibraltar and is not automatically entitled to social security or citizenship. However, the resident's children may attend local schools and are entitled to the same benefits as other local residents. If a non-EU national wishes to stay in Gibraltar other than through the property 'doorway', he must try to find employment, for which he will receive a work permit only if there are no Gibraltarians able and willing to perform it. Such individuals will be given residence permits for shorter or longer periods depending on the nature of the work for which they have a permit. The government can deny a non-EU national the possibility of buying residential property.Non-Gibraltarians need work permits, issued under the Control of Employment Ordinance. A work permit cannot be refused to an EU national.

GIBRALTAR FORMS OF COMPANY

Under the Companies Ordinance 1930 all incorporated companies in Gibraltar are required to prepare accounts and have them audited by independent accountants. Auditors, who are individuals, are appointed by the directors of a company, must be independent of the company, and must be registered under the Auditors Registration Ordinance.

NB. A report has been published by the 'Primarolo' Code of Conduct Committee detailing countries it considered guilty of harmful tax practices. In its list of 'Measures With Harmful Features' the Committee included three types of Gibraltar companies: Gibraltar A017: Gibraltar 1992 Companies. Gibraltar B012: Exempt (offshore) Companies and Captive Insurance. Gibraltar B013: Qualifying (offshore) Companies and Captive Insurance.

The European Commission announced in 2001 that it would begin a review of Gibraltar's exempt and qualifying company regimes, but after Gibraltar sued the Commission to prevent the review, the European Court of Justice ruled in Gibraltar's favour in April 2002. However, in July, 2002, Gibraltar's Chief Minister, Peter Caruana announced the territory's new corporate taxation policy to be applied from July, 2003, which includes the abolition of the existing corporate forms which allowed zero taxation, the Exempt and Qualifying companies, although there is no news yet about the possible grandfathering of existing companies.

CHANGES IN THE GIBRALTAR LAWS

It should be noted that some crucial changes were approved and accepted to the Gibraltar Laws. Coddan always wants to keep its customers and clients updated with all changes and modification to the regulative rules and laws that can affect their business.

The 2005 year agreement between the Gibraltar Government and the European Union announced the end of the tax exempt regime on 31 December 2010. The story of this agreement has started in December 2004, when after long negotiations between Gibraltar, Britain and the European Commission a respective decision was made concerning the tax-exempt status of 8,464 Gibraltar registered companies. Official publication of this agreement has been delayed until February 2005, and the reasons for this have not been publicly explained by the Commission. The purpose of this agreement was to decide much uncertain questions hanging over Gibraltar's Financial Centre.

The formally announced agreement provides for any existing tax exempt companies to benefit from their status until December 31, 2007. The agreement allows for some new business to participate in the regime. New applications for exempt status can be made until June 30, 2006, and they will receive approve only in the cases of real economic benefit to Gibraltar. Practically, that means that applications would not be successful.

Please note that with respect to Gibraltar the following points should be noted on Tax Exempt Companies:

• existing exempt companies will be able to continue to benefit from their tax exempt status until 31st December 2010;
• new exempt companies will be able to continue to benefit from their tax exempt status until 31st December 2007

The following points should be also noted with regard to the filing of accounts for the Gibraltar Companies:

• Companies (Accounts) Ordinance 1999 - all limited companies except those which are non-profit making or licenced banks and insurance companies must file accounts;
• Companies (Consolidated Accounts) Ordinance 1999 - limited companies with subsidiary companies must prepare consolidated accounts;
• Partnership and Unlimited Companies (Accounts) Regulations 1999 - partnership and unlimited companies must file accounts in accordance with the Companies (Accounts) Ordinance 1999 if all their members have limited liability.

PRIVATE COMPANY LIMITED BY SHARES

Gibraltar Limited Companies are incorporated under the Gibraltar Companies Ordinance 1930 which is based on the English Companies Act 1929. The basic rules are as follows: a private company limited by shares is required to have at least two members, who can be individuals or companies; one shareholder can be a nominee company holding a share on trust for the other shareholder; the maximum number of members is 50; the Memorandum and Articles of Incorporation state that the company is private, restrict the transfer of shares, and prohibit public offerings of the shares. Annual returns must be made to the Registrar, and details of the shareholders and capital structure are held on the public files. Only one director is required; secretaries are not mandatory, and they may be corporate. There must be a registered office in Gibraltar where the statutory books are kept. There is no requirement for accounts to be filed; tax-resident companies however have to submit accounts to the tax authorities.

A Gibraltar company can be incorporated within 7 working days and ready made companies are available for immediate use. There is a 0.5% duty on authorised share capital (minimum duty £G10). There is an annual tax of £G225 payable by a limited company.

COMPANY LIMITED BY GUARANTEE

The Company Limited by Guarantee, and its sibling, the Company Limited by Guarantee and having Shares, have the nature of mutual companies, and as such have normally been used essentially for charitable and non-profit purposes. Lately they have come to be used sometimes for private family foundations in place of discretionary trusts. In addition, they have been used for proprietary and members' clubs in the international leisure and timeshare resort industry, where they meet all the requirements of modern EU (and Spanish) law.

NON-RESIDENT COMPANIES

Non-Resident Company Formation Package - £500.00. Non-resident controlled companies can enjoy the same advantages as Tax-Exempt Companies and are generally used for the same purposes. They cost less to maintain since it is not necessary to take out a Tax-Exempt Certificate. In order to be exempt from tax in Gibraltar such companies must fulfil the conditions of a Tax-Exempt Company (other than taking out a Tax Exempt Certificate). In addition, the directors must generally be resident outside Gibraltar. Such companies will be exempt from tax in Gibraltar since they do not trade in or with Gibraltar and their directors are non-resident.

Confidentiality. Confidentiality in Gibraltar is taken extremely seriously and the beneficial ownership of all Gibraltar Companies is not disclosed. The identity of the Beneficiaries must, under Gibraltar Law, be kept strictly confidential by all persons and officials concerned with the Company or its management. However, the Supreme Court of Gibraltar can make an order requiring any such person to make any disclosure as to this where it is suspected that the company is involved in any serious criminal activity.

Gibraltar incorporation procedures & approval of company names. To incorporate a company first of all a name has to be chosen. Our firm always has several shelf companies available, which have already been incorporated from which one can be chosen. Alternatively, you can suggest a name and this can be checked at the Company Registry and approved in less than 24 hours sometimes even within minutes. It is not necessary to physically come to Gibraltar to incorporate a company. The service our firm provides is fast and efficient with incorporation and the preparation of supporting documents taking no more than a week. Where a company is required urgently it is possible to have everything ready within 48 hours and shelf companies can be supplied immediately. Our firm and the Company Registry have highly qualified personnel who deal with all matters in a professional and efficient manner. The costs are extremely competitive in comparison to other jurisdictions.

Shareholders & Directors. A Gibraltar company can generally have from 1 to 50 shareholders and there are no restrictions as to their nationalities or their place of residence. A Gibraltar company can have a sole director and there are also no restrictions as to residence or nationality. Gibraltar Nominee Shareholders (Identity of Owners protected). The shares of the companies are ordinarily held by our firm's nominee company which will appear on the records of the Company Registry as the registered shareholder. Coddan then issues the Beneficiaries (owners) with Declarations of Trust (private documents which are not filed in the Company Registry) which say that the benefit of the shares belong to the Beneficiaries and this document is the indisputable proof of this.

The idea is that the Beneficiaries of the company should not be ascertainable from simply looking at the records filed with the Company Registry. The Beneficiaries are also given undated Share Transfer Forms signed by us and if they wish to transfer the shares into their names all they need do is sign and date the document and file it at the Gibraltar Company Registry.

Directors. Coddan can act as nominee director in specific circumstances and more information can be provided upon request. However, most Beneficiaries act as directors themselves since, in law, directorship is not synonymous with ownership. The shares of the company will be registered in the name of Coddan so, ostensibly, they are the owners.

Inheritance Provisions. Letters of wishes are also drawn up so that the Beneficiaries give Coddan their instructions as to who to transfer the beneficial interest in the shares to upon their deaths. This avoids the need for the beneficiaries to make a will disposing of their beneficial interest in the shares. Gibraltar Registered Address. All companies incorporated in Gibraltar must have a registered office in Gibraltar, which will be the address of our firm.

VAT - Capital Gains Tax - Gift Tax - Wealth Tax - Inheritance Tax -Withholding Tax. None of these taxes are payable in Gibraltar. Furthermore, Tax-Exempt Companies are not liable to Corporation Tax.

Main Uses & Advantages of Gibraltar Tax-Exempt Companies:

Holding funds, stocks and shares and other investments in company accounts in Gibraltar since the capital invested and the interest earned will not be subject to tax. Owning a yacht or ship in the name of a company so that any profits earned from trading or chartering are not subject to tax (there may also be relief from VAT. Buying property outside Gibraltar in the name of a company, developing it and reselling by selling the shares of the company, rather than the property itself, thus avoiding capital gains tax and other charges in the jurisdiction where the property is situated. Operating a business with a Gibraltar Company to avoid tax by invoicing so that payments received in Gibraltar are tax-free and re-invoicing to minimise tax liabilities in other jurisdictions. For the holding of family assets using trust structures.

Documents Download »
Business Names Registration Ordinance (as amended, 1999) (52Kb RTF file)
Companies Ordinance (1,45Mb RTF file)
Gibraltar Companies (Accounts) Ordinance, 1999 (141Kb RTF file)
Gibraltar Companies (Consolidated Accounts) Ordinance, 1999 (139Kb RTF file)
Gibraltar Companies (Taxation And Concessions) Ordinance (71Kb RTF file)
Gibraltar The Electronic Commerce Ordinance 2001 (56Kb RTF file)
Extracts from Income Tax Ordinance (46Kb RTF file)
Income Tax Ordinance. Gibraltar 1992 Company Rules 1991 (14Kb RTF file)
Gibraltar Limited Partnerships Ordinance (as amended, 1999) (49Kb RTF file)
Gibraltar Partnership (1984 Edition) (61Kb RTF file)
Gibraltar The Protected Cell Companies Ordinance 2001 (as amended, 2003) (190Kb RTF file)
Registered Trust Ordinance 1999 (20Kb RTF file)
Gibraltar Trustees (Incorporation) Ordinance (20Kb RTF file)
Trusts (Recognition) Ordinance 1989 (20Kb RTF file)