Gibraltar Companies - Company Administration Services

Gibraltar is an EU territory and consequently, Gibraltar companies have the right of establishment throughout the EU, allowing them to easily conduct business through branches in other EU states. However, Gibraltar is not a member of the EU Customs Union and thus does not charge VAT.

Gibraltar companies are established under the Companies Act 1930 as amended, and are broadly based on UK law, having the following advantages:

• Share capital can be denominated in any currency
• Single member private companies
• Single director private companies
• Officers can be a corporate entity
• No nationality or residency requirement for members or officers
• AGMs may be dispensed with

Companies in the Gaming Sector pay a Tax charged on relevant income (gaming yield for online casinos and bets placed for on-line bookmakers) at a rate of 1%, which is capped at
£425,000. Gibraltar does not have any Double Taxation Treaties.

ECS International recommends Gibraltar companies as an easy, quick and flexible way of conducting business in the EU without the need to incorporate companies in other EU jurisdictions.

Companies Trading in Gibraltar

These companies are required to complete an Income Tax Return each year, and submit it together with audited financial statements to the Commissioner of Taxes. Companies are required to register themselves with the Employment Service and file a contract of employment for each employee. Personnel can only be employed after first registering the vacancy with the Employment Service. They are also required to register for PAYE and deduct tax from their employees working in Gibraltar. They are also required to pay Social Security for each employee.

Filing of Company Accounts

On 15 October 1999, The Gibraltar Parliament, passed the Companies (Accounts) Act which implements the 4th Company Law Directive of the European Union (EU) and also the Companies (Consolidated Accounts) Act which implements the 7th Company Law Directive of the European Union (EU). The Acts require the delivery of annual audited accounts to the Registrar of companies. The format of the accounts and the accounting principles are specified in the Acts and conform, in most cases, to normal UK practice. There are various exemptions available to small and medium sized companies. Further details can be provided on request.

Company Legal Framework

Gibraltar's company legislation is encapsulated in the Companies Act 1930 (as amended) and closely follows the United Kingdom's 1929 Companies Act. The Companies Registry is administered by a private company.

Four types of company are described under the Act:

• Company limited by shares
• Company limited by guarantee and not having a share capital
• Company limited by guarantee and having a share capital
• Unlimited company

Share capital may be denominated in any currency and shares must have been issued at par. Shares can be issued with special rights as to voting, dividends etc. Preference and redeemable shares can be issued; also share warrants to bearer (not bearer shares) are permitted. Each company must have a minimum of one member (shareholder), except for a public company, which must have a minimum of seven.

There are no restrictions as to the residence or nationality of the directors nor requirement to hold shares. Every company must have at least two directors except for a private company, which may have one. Companies can have a corporate director. There is a requirement to appoint a secretary. Companies can have a corporate secretary.

The Registered Office must be within Gibraltar and an Annual General Meeting should be held in each calendar year, proxies being permitted. However if all the members so decide, then the Annual General Meeting can be dispensed with.

Company Administration

ECS International incorporates and administers companies in many jurisdictions. The majority of our companies are based in the Isle of Man and Gibraltar, though we will consider any jurisdiction on request.

We provide the following services in respect of
companies:

• Advice on structure and jurisdiction of incorporation/implementation of external tax advice;
• Registered or representative office;
• Provision of directors, company secretary, nominee shareholders;
• Acting as registered agent where applicable;
• Full administration, secretarial and registrar services;
• Bookkeeping and accounting functions;
• Application for VAT registration if relevant.

The services provided by ECS International ensure that companies are set up and
administered in accordance with all applicable laws and regulations.

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