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Almost every Gibraltar company formation is the registration of a private company limited by shares under the Companies Act 2014, with a name ending in “Limited”. The Act knows only three kinds of company: limited by shares, limited by guarantee and unlimited. There is no separate non-resident, exempt or offshore company type. Anyone looking for a Gibraltar offshore company ends up with this same Limited, and what decides its tax is where its profits arise, explained further down.
This page sets out the requirements, the rules on names, the procedure at Companies House Gibraltar and the filings that follow. Taking over a company that is already registered is covered on our page on the Gibraltar shelf company.
| Vehicle | Legal basis | Typical use |
|---|---|---|
| Public limited company | Companies Act 2014; at least two directors; allotted share capital of at least the authorised minimum of £20,500 before it may commence business (s.135) | Raising capital from the public, listing |
| Limited liability partnership | Limited Liability Partnerships Act 2009 | Firms that keep a partnership structure with limited liability |
| Protected cell company | Protected Cell Companies Act 2001 | Investment funds and captive insurance |
| Private foundation | Private Foundations Act 2017 | Holding assets for the purposes the founder sets |
| Foreign company with a place of business or a branch | Part XII or Part XIV of the Companies Act | A foreign company trading in Gibraltar, which stays a foreign company |
| Re-domiciled company | Part XIII of the Companies Act | A foreign company that moves to Gibraltar and becomes a Gibraltar company, keeping its assets |
| Requirement | What the Companies Act 2014 asks |
|---|---|
| Shareholders | Individuals or companies of any nationality, living anywhere |
| Share capital | No minimum for a private company; the application states the authorised capital and the shares the subscribers take, in sterling or another currency |
| Directors | At least one (s.215), resident anywhere; a corporation may be a director |
| Secretary | Required (s.216); a sole director cannot also be the secretary, and the secretary’s written consent is filed at incorporation |
| Registered office | An address in Gibraltar, notified with the incorporation documents |
| Beneficial owners | Filed with the Register of Ultimate Beneficial Owners within 30 days of incorporation |
The Act sets no residence test for the board, so one person in Madrid or Dubai can own every share and be the only director. That person still needs a second party as secretary and an address in Gibraltar as registered office, which is where a local provider comes in.
In Gibraltar, company management is a regulated activity under Schedule 2 to the Financial Services Act 2019. It covers forming, managing or administering a company, supplying directors or a company secretary, supplying nominee shareholders, providing a registered office and acting as a director. Doing any of this by way of business needs a licence from the Gibraltar Financial Services Commission (GFSC), with a narrow exclusion for some Gibraltar residents holding few directorships.
Using a licensed provider to incorporate is not a strict legal requirement, the Government’s Companies House page says, and the statement of compliance may be made by a person named as director or secretary. Founders abroad use one anyway, for three reasons: only a licensed person may provide registered office services to the public, a sole director needs someone else as secretary, and Companies House opens its online name reservation and incorporation module only to providers licensed by the GFSC for company management and formation. Ask yours for its GFSC licence before you sign.
A name can be reserved for 90 days by paper application, or for up to 14 days through the online module. Some words need approval from outside Companies House before the name is registered:
| Word in the name | Who decides |
|---|---|
| Gibraltar, Gibraltarian, Royal, Crown, United Kingdom and similar | The Minister, on an activity letter that sets out what the company will do |
| Gaming words such as Bet, Casino, Gaming, Lottery or Play | Referred to the Gambling Division |
| Financial words such as Bank, Assurance, Blockchain, Asset Management or Nominee | A no-objection from the GFSC, which it considers only after granting full permission for the regulated activity |
| Holding or Holdings | Allowed for a holding company only, shown by its activity code |
| Initials or abbreviations | A signed letter explaining what they stand for |
The GFSC rule has a practical effect for fintech and crypto ventures: the name with Bank or Blockchain in it cannot be registered before the permission exists, so the company starts under a neutral name and changes it later by special resolution.
| Step | What is delivered | Rule |
|---|---|---|
| 1. Name | Name check or reservation; consents for any sensitive word | s.27 Companies Act; Companies Names Regulations 1988 |
| 2. Application for Registration | Proposed name, limited by shares, private; statement of capital and initial shareholdings; proposed officers; registered office address and a contact email | ss.9 and 10 |
| 3. Memorandum and articles | The prescribed memorandum, and the model articles for a private company limited by shares adopted as they stand, amended, or replaced by your own | s.9(5)(b) |
| 4. Secretary’s consent | Letter of consent to act as secretary | s.216(5) |
| 5. Statement of compliance | By a solicitor of the Supreme Court, a barrister acting as solicitor in the formation, or a person named as director or secretary | s.13 |
| 6. Certificate of Incorporation | Issued by the Registrar on registration, stating the name, the registered number and the date of incorporation | ss.14 and 15 |
| 7. First particulars of officers | Particulars of Directors and Secretaries | Within 14 days of the first appointment |
| 8. Beneficial owners | UBO submission through the government eGov portal, using Companies House e-filing credentials | Within 30 days of incorporation |
Companies House states its own times: incorporation normally takes three working days, and a company can be incorporated within 24 hours where that is needed. Its online module for licensed providers can take up to three working days and is not meant for same-day cases. They cover the registry’s part only; consents for sensitive words, identity documents and the provider’s due diligence come first.
Nothing in the Act requires the founder to come to Gibraltar: an agent acting for the subscribers may deliver the application. Once registered, the company appears in the Companies House e-Registry names index with its number, incorporation date and status.
| Duty | Rule |
|---|---|
| Corporate tax registration | Automatic once the company is on the Companies House register |
| Tax return | Form CT1 with signed accounts every year, within nine months after the end of the month in which the accounting period ends, even if no return was issued |
| Audited accounts for tax | Required once assessable income exceeds the threshold, £1.75 million for periods ending on or after 1 July 2024; below it, unaudited accounts with an Independent Accountant’s Report |
| Payments on account | Two equal instalments, by 28 February and 30 September, once a taxable profit has been declared |
| Dividends | Form CT2 within nine months after the end of the period in which they were declared |
| Accounts at Companies House | Within 12 months after the end of each financial year (s.272); micro and small companies file an abridged balance sheet only |
| Annual return | Made up to the anniversary of incorporation and delivered within 30 days after it (s.188) |
| Changes | Directors and secretary within 14 days; registered office within 30 days; changes among members, including share transfers, within 30 days (s.154); beneficial owners within 30 days |
Section 259 of the Companies Act ties the audit exemption for small companies to that tax threshold, so a small company below it needs no auditor. It still files accounts at Companies House and a CT1 at the Income Tax Office every year, whether it trades or not.
Corporate tax has been 15% since 1 July 2024, with 20% for utility and fuel supply companies and companies with a dominant market position. It is charged on profits accrued in or derived from Gibraltar (section 11 and Schedule 1 of the Income Tax Act 2010), which turns on where the activities that produce the profit take place. Two rules limit offshore use: an activity that needs a Gibraltar licence is treated as carried on in Gibraltar, and royalties received by a Gibraltar company, like inter-company loan interest above a set annual amount, are treated as arising there.
Gibraltar has no VAT, so there is no VAT registration to make. Since 15 July 2026 the Treaty on Gibraltar and the European Union Act 2026 charges a transaction tax on goods imported into or produced in Gibraltar, collected by Customs from the person who declares or produces them; services are outside it. There is no withholding tax on dividends, and the only comprehensive double taxation agreement is with the United Kingdom.
The bank account comes after incorporation, and the bank alone decides. Gibraltar International Bank does not open business accounts online: it starts with an emailed questionnaire and then asks for certified documents, which may be certified abroad. Trusted Novus Bank considers only businesses registered in Gibraltar or the United Kingdom and asks why the account is needed in Gibraltar. The detail is on our page on bank accounts for Gibraltar companies.
With incorporation normally done in three working days, buying a ready-made company in Gibraltar is rarely about speed. It earns its place when the date of incorporation matters, for example to a counterparty or a bank that asks how long the company has existed, or when you want a company that already has years of returns and accounts on file. How such a company is checked and how its transfer is recorded is explained on our page on ready made companies in Gibraltar.
We register new Gibraltar companies and also supply ones already on the register. For a formation we draw up the application, the memorandum, the articles and the statement of capital, take the filings at Companies House and the UBO register through to the end, and work with you on the bank application; where we have a working contact at a suitable bank we arrange an introduction, and the bank makes its own decision. Every Gibraltar company needs a company secretary, and we arrange the secretary, and a director or nominee shareholder where you want one, only through a company manager licensed by the Gibraltar Financial Services Commission, as the Financial Services Act 2019 requires. Such a director carries a director’s full liability, which section 231 of the Companies Act 2014 forbids any agreement to exclude, and the public UBO register names you as beneficial owner, as nominator of a nominee holding more than a quarter of the shares and as appointor of the director. The territory in general is on our Gibraltar page, Russian speakers can read Gibraltar company registration (in Russian), and the case for buying rather than forming is set out in our guide to off the shelf companies.
Companies House says incorporation normally takes three working days, and a company can be incorporated within 24 hours where needed. Its online module for licensed providers can take up to three working days and is not meant for urgent cases. Those are the registry’s figures for its own part; the provider’s checks come first and the UBO submission follows within 30 days.
Yes. The Companies Act sets no nationality or residence condition for shareholders or directors, and a private company needs only one director, who may live anywhere and may be a corporation. The company does need a registered office in Gibraltar and a secretary who is not its sole director. Nothing requires a visit to Gibraltar to register.
A private company has none. The authorised minimum in section 135 of the Companies Act applies only to public companies, which need allotted share capital of at least £20,500 before they commence business. A private company still states its authorised capital and the shares its subscribers take in the application for registration, and the Stamp Duties Act charges a fixed capital duty on that statement.
Not to file. The Government’s Companies House page says a licensed person is not strictly required to incorporate a limited company, and a person named as director or secretary may make the statement of compliance. But forming or managing companies, or providing directors, a secretary, nominee shareholders or a registered office by way of business, needs a GFSC licence, and only licensed providers use the online incorporation module. Most founders abroad appoint one.
No. Gibraltar has no VAT, so a new company has no VAT number to obtain and adds none to its invoices. Since 15 July 2026, under the Treaty on Gibraltar and the European Union Act 2026, a transaction tax applies to goods imported into or produced in Gibraltar, collected by Customs from whoever declares or produces them. It does not apply to services.
Not as a separate form. Gibraltar has no offshore, exempt or non-resident company type: every company is an ordinary company under the Companies Act 2014, taxed at 15% on profits accrued in or derived from Gibraltar. Profits from activities carried on elsewhere may fall outside that charge, but licensed activities and certain royalties and interest count as arising in Gibraltar. Its beneficial owners appear on a public register.
Considering a Gibraltar company? Tell us what it will do, who will own it and who will sit on its board, and we will tell you what the formation would need, including any consent for a sensitive word in the name. Write to us through our contact page, or on Telegram or WhatsApp at +48 663 247 166.