Company formation in Gibraltar

Company formation in Gibraltar: who does what

Companies House files the company, the Government taxes it and the provider holds it together. A typical formation involves these parties:

Party	Role
Companies House Gibraltar	Approves the name, incorporates the company, holds its filings and makes them public
Licensed company manager	Prepares the documents, files them, supplies the registered office and often the secretary
Income Tax Office	Registers the company for corporation tax automatically on incorporation and receives its tax returns
Registrar of ultimate beneficial owners	Receives the owners’ details within 30 days of incorporation
Office of Fair Trading	Handles the Business Application if the company will trade from premises in Gibraltar
Accountant or auditor	Prepares the accounts and the tax return, and audits them when the company does not qualify as small
Bank	Opens the company account after its own checks

The registry part is quick. Companies House Guidance Note 1 puts the usual time to incorporate and receive the certificate at three days. Allow more time for the provider’s checks before it files, and for the bank afterwards.

What a licensed formation provider handles

A full formation mandate usually covers:

• Structure advice. A private company limited by shares, a branch or place of business of your existing company, or a re-domiciliation of a company you already own abroad.
• Name clearance with the Registrar before anything is signed.
• The incorporation file. The application to register, the memorandum and articles, the first notice of the registered office and the particulars of the first directors and secretary.
• Filing and fees. Lodging the papers and paying the registration fee and stamp duty on the share capital.
• Registered office. Under Guidance Note 2, providing a registered office to the public is a regulated activity under the Financial Services Act 2019, so only a licensed firm can offer it.
• Company secretary. A sole director cannot act as secretary, so a one-person company needs the firm, or someone else, to take the role.
• Beneficial ownership filing within 30 days of incorporation.
• Bank introduction and the corporate documents the bank asks for, such as a certificate of good standing.

Ask which of these are in the fixed fee and which are billed by the hour.

Licences and credentials to check

The Gibraltar Financial Services Commission supervises company managers, professional trustees and auditors, among others. Before you sign:

• Ask for the licence. Which GFSC permission covers company management and registered office services, and in which entity’s name it is held. Then check it with the GFSC.
• Ask who audits. Accountants who prepare your accounts may not be the auditors. If your company will not qualify for the small company exemption, you need an auditor too.
• Ask about trusts and funds. If a trust, foundation or fund sits above the company, the firm needs the matching permissions, such as professional trustee.

A licensed firm must also identify you, check your address and ask where the money comes from. Treat those questions as a sign that the firm follows its rules.

Which kind of firm fits

Of the 25 firms on Accountanty that offer company formation in Gibraltar, 16 are corporate services providers, 6 are accounting firms and 3 are law firms. By size, 15 are small, 6 are medium-sized and 4 belong to large networks.

• Corporate services providers suit owners who want one firm to act as registered office, secretary and company manager year after year. Of the 25 formation firms, 15 name trusts and 10 foundations among the structures they handle, which matters if your plan includes a holding structure.
• Accounting firms suit companies that will trade and need bookkeeping, payroll, accounts and tax returns from the start. Accounting is also offered by 24 of the 25 formation firms, and tax compliance by 22.
• Law firms suit formations with several shareholders, investors or a regulated activity, where tailored articles or a shareholders’ agreement need drafting.

The sectors these formation firms name most often are funds, crypto, fintech and online gaming. If your business is in a regulated field, ask how many companies in that field the firm already manages.

What the provider needs from you

A provider can only price and file what it understands. Prepare:

• The business plan in brief. What the company sells, to whom, where staff and directors will be, and whether it will trade from premises in Gibraltar.
• Identity and address documents for every shareholder, director and beneficial owner, usually certified copies.
• Source of funds and source of wealth. Where the share capital and the first working capital come from.
• A corporate shareholder’s papers, if a company will own the shares: its certificate of incorporation, register extract, articles and an ownership chart.
• The proposed name, with one or two alternatives.
• Your tax position at home. Where you and the other owners are tax resident, so the firm can flag rules in those countries before the company exists.

How to read a company formation quote

Ask for the price in three blocks so offers can be compared line by line.

Registry charges

These are fixed by Guidance Note 19: £100 to incorporate and £10 stamp duty on the share capital, plus £200 for same-day incorporation or £500 for incorporation within two hours if you need it. They should appear in the quote at cost.

The provider’s set-up fee

This covers advice, due diligence on you, drafting, filing, the first beneficial ownership filing and the first year of registered office and secretary. The Government’s own estimate is that forming a limited company through a licensed provider “may cost well over £400”. Ask what is excluded: tailored articles, extra shareholders, corporate shareholders and courier or certification costs are typical extras.

Yearly costs

A Gibraltar company has fixed duties every year, and a fair quote prices them:

• Registered office and secretary, renewed each year.
• The annual return, filed within 30 days of the return date, with a £103 Companies House fee when filed on time.
• Accounts, filed within 12 months of the year end for a private company, with an audit unless the company qualifies as small.
• The corporation tax return, due nine months after the end of the month in which the accounting period ends, under the Income Tax Office rules.
• Changes during the year. Each change of director or secretary is a £26 filing within 14 days, and ownership changes go to the beneficial ownership registrar within 30 days.

A quote request through Accountanty costs you nothing, and every firm that answers sets its own fee.

Questions to ask before you sign

• Which GFSC licence covers your company management and registered office work?
• Will your firm act as secretary, and who signs filings for my company?
• Which registry fees are in the quote, and are they passed on at cost?
• What does the yearly fee include, and what is charged by the hour?
• Who prepares the accounts and tax return, and who audits if an audit is needed?
• Who files the beneficial ownership details and keeps them up to date?
• Which currency will the accounts be in? Companies House accepts the Gibraltar pound, sterling, the US dollar, the euro, the yen or the Swiss franc.
• Who is my contact, and in which languages can they work?

On language, English is offered by 13 of the 25 formation firms listed and Spanish by 3; a few also work in Czech or Slovak.

Changes of director and the Registrar’s safeguard

A provider’s role does not end at incorporation, and one Companies House rule shows why. Guidance Note 10 says the Registrar does not, as a matter of policy, accept the signature of an incoming director or secretary unless the circumstances are exceptional, to prevent companies being hijacked. An existing or outgoing officer signs the change instead.

So agree in writing how directors and the secretary will be changed, who signs, and what happens if you move the company to another provider. A clear handover clause avoids a stalled filing if you ever change firm.

Services after incorporation

Once the company exists, the work moves to the yearly calendar. Founders often stay with the formation firm or bring in others listed for:

• accounting and tax compliance for the books, the accounts and the corporation tax return;
• audit, if the company does not qualify for the small company exemption;
• payroll, once the company registers as an employer and deducts income tax and social insurance;
• corporate secretarial work such as the annual return, resolutions and officer changes;
• bank account assistance while the bank reviews the company, its directors and its owners;
• a virtual office or business address;
• residency and visas, if a founder plans to move to Gibraltar.

Warning signs

• No licence named. A firm that cannot say which GFSC permission it holds should not be your registered office.
• A single headline price. Without the yearly costs, a low set-up fee can turn into the higher total by year two.
• No identity or source-of-funds checks. A licensed firm has to carry them out.
• A bank account sold as certain. The bank decides after its own review.
• Silence on tax at home. A Gibraltar company owned or run from another country may be taxed there too.
• No exit terms. Ask how the company moves to another provider, and at what cost.

Making the final choice

Send the same short brief to two or three firms, then compare their licences, their three fee blocks and the people who would keep your filings. All 25 formation firms listed are in Gibraltar, and 20 of them name clients from abroad as a focus. With a single free quote request you can put that brief to several firms at once; Accountanty checks it and sends it on to the ones that suit your plans for company formation in Gibraltar.