- →
-
Contact Form
-
A Gibraltar shelf company, sold as a ready-made or off the shelf company in Gibraltar, is a private company limited by shares that was registered at Companies House Gibraltar, has never traded and has been held until a buyer takes over its shares and its board. It is the same Limited under the Companies Act 2014 that founders register new. What you buy is the fact that it already exists: its incorporation number and date, its corporate tax registration, which the Income Tax Office makes automatically for every company on the register, and its record of filings. You then replace its shareholders, directors and secretary and, if you wish, its registered office and its name.
Below: what such a company has filed, what passes to you, how the transfer works in law, why the sale shows on the public record within weeks, when buying is worth it, and bank accounts. Registering a new company instead is covered on our page on Gibraltar company formation.
The Companies Act 2014 contains no dormant-company status that would suspend filings, so a company that does nothing still runs the full annual cycle. Each year it delivers an annual return made up to the anniversary of its incorporation, files accounts at Companies House within 12 months after its financial year ends (for a micro or small company, an abridged balance sheet), and sends the Income Tax Office a full CT1 return with signed accounts. Below the audit threshold those are unaudited accounts with an Independent Accountant’s Report. A shelf company should therefore show a return, a set of accounts and a tax return for every year in which one has fallen due.
The quickest proof is a Certificate of Good Standing. Companies House issues one only when every annual return and set of accounts is up to date, and it shows the officers, the registered office, the share capital and any registered charges; an officer can ask for the long form that also lists the shareholders. Missing share transfers and unreported changes of officers are among the reasons Companies House gives for refusing one, so the certificate also tests how carefully the seller kept the company.
| Item | After the purchase |
|---|---|
| Incorporation number and date | Unchanged; the names index shows them with the company’s status and the date of its last annual return |
| Corporate tax registration | Stays with the company, and its CT1 cycle continues |
| Shareholders | Replaced by share transfer, entered in the register of members and reported to Companies House within 30 days |
| Directors and secretary | Your appointees in, the seller’s out, reported within 14 days; a sole director still needs a separate secretary |
| Registered office | Kept, or moved to another Gibraltar address and notified within 30 days; provided to the public only by a licensed person |
| Beneficial owners | Your details filed with the UBO register within 30 days of the change |
| Name | Kept, or changed by special resolution |
| Licences | None: a shelf company holds no GFSC permission and no gaming licence |
The shares pass by a written instrument of transfer. No notary takes part and Companies House approves nothing, but it must be told of the transfer within 30 days.
| Step | What happens | Rule |
|---|---|---|
| 1. Check the company | Search its filed documents in the e-Registry, order a company profile and a Certificate of Good Standing | Open to anyone |
| 2. Instrument of transfer | Signed by or for the seller, in any usual form or one the directors approve | Model articles art. 38; s.152(1) |
| 3. Register of members | The directors register the transfer; you hold the shares only once your name is entered | A refusal is notified within 2 months (s.152(5)) |
| 4. Share certificates | Completed in your name | Within 2 months after the transfer is lodged (s.153) |
| 5. Return of Share Transfer | Seller, buyer, class and number of shares and dates, signed for the company | Within 30 days (s.154(1)) |
| 6. Directors and secretary | Particulars of Directors and Secretaries form | Within 14 days, signed by an existing or outgoing officer |
| 7. Registered office, if moved | Notice of Situation of Registered Office | Within 30 days |
| 8. UBO register | Updated submission naming you | Within 30 days of the change |
One Registrar policy shapes the closing. Companies House does not accept the signature of an incoming director or secretary on the change form except in exceptional circumstances, as a safeguard against the hijacking of companies. The seller’s director or secretary therefore signs the form that records your appointment and their own resignation, and the simplest moment for that is the closing itself.
The Stamp Duties Act 2005 charges ad valorem duty on conveyances and transfers on sale of what it calls property subject to duty: real property in Gibraltar, or a Gibraltar real property investment, meaning shares or other investments in a company that owns real property in Gibraltar. Such a transfer is charged at the rates the Act sets for conveyances, on the value of the Gibraltar property behind the shares. The Act has no general duty on share transfers, so buying the shares of a shelf company that owns no land or buildings in Gibraltar falls outside the charge. Should the company later acquire Gibraltar property, a future sale of its shares would come within it.
Gibraltar records a sale quickly. The return of share transfer reaches Companies House within 30 days and the board change within 14 days, and anyone can buy copies of filed documents through the e-Registry. The UBO register can be searched by the public, and besides the beneficial owners it records nominators, where a nominee holds more than a quarter of the shares, and the appointors of directors appointed since 9 February 2021. A shelf company therefore does not keep your ownership out of view. What the register shows is a company that changed hands, with the dates, and an incorporation date that no one can move.
Speed is a weak argument here. Companies House states that incorporation normally takes three working days and can be done within 24 hours, while a purchase still needs the transfer documents, the board change and the returns above. What a shelf company has that a new one cannot is an earlier date of incorporation, with its annual returns, accounts and tax returns already behind it. That counts wherever someone measures age: a supplier’s onboarding, a tender, or a bank. Gibraltar International Bank, for one, asks for a Certificate of Good Standing from a company incorporated more than 12 months ago, which only a company with every return and set of accounts filed can obtain.
What it does not bring: no VAT number to inherit, because Gibraltar has no VAT; no trading history, turnover or customers; and no licence, so a gaming or financial services business still applies for its own. If the age of the company does not matter to you, register a new Gibraltar company with the name and articles you choose. What company age does and does not prove is discussed in our guide to aged shelf companies.
If a shelf company already holds a bank account, the account belongs to the company and stays with it through the share transfer. The bank then reviews the new shareholders, directors and signatories and may keep the account, ask for more documents or close it. In Gibraltar that review goes deep: Gibraltar International Bank’s questionnaire asks who is in management and control, how the funds and the owners’ wealth were built, who the trading counterparties are and in which countries, and wants a rationale and a chart for any structure with more than one layer. NatWest International’s business current account is limited to owners and directors resident in the Channel Islands, the Isle of Man or Gibraltar. Ask the seller whether the bank knows of the sale before you commit. Published bank rules are collected on our page on bank accounts for Gibraltar companies, and the mechanism in general on shelf companies with bank accounts.
Searches for a Gibraltar business for sale are often about a company that trades or holds a licence, which is not a shelf company. A trading company brings accounts, contracts, staff and liabilities that call for due diligence. A firm regulated by the GFSC cannot simply change hands either: under the Financial Services Act 2019, anyone who decides to acquire control of a Gibraltar regulated firm, meaning 10% or more of its shares or voting power or significant influence over its management, must notify the GFSC before acquiring it, and the GFSC assesses the buyer. A shelf company has neither a past nor a permission, which is what keeps its transfer simple.
We offer ready-made companies in Gibraltar and also form new ones. For a purchase we prepare the instrument of transfer, the board resolutions and the returns to Companies House and the UBO register, help you assemble the bank application and, where we have a working contact at a suitable bank, make an introduction; whether an account is opened or kept is for the bank alone. If you need a new company secretary after the purchase, or a director or nominee shareholder, we use only a provider holding a GFSC licence for company management; a director supplied that way cannot be released from liability by any agreement, under section 231 of the Companies Act 2014, and the UBO submission that follows the sale records you as beneficial owner and, where it applies, as nominator or appointor, on a register the public can search. The jurisdiction in general is on our Gibraltar page, and for Russian speakers on Gibraltar company registration and shelf companies (in Russian).
Choose the company and check it: a Certificate of Good Standing and its filed documents from the Companies House e-Registry. The seller signs an instrument of transfer, the directors enter you in the register of members, and the company sends Companies House a return of share transfer within 30 days. Your directors and secretary are reported within 14 days on a form the outgoing officer signs, and your beneficial ownership goes to the UBO register within 30 days.
Only if the company owns real property in Gibraltar. The Stamp Duties Act 2005 charges duty on transfers of Gibraltar real property and of investments, shares included, in companies that own it, at the conveyance rates on the value of that property. It contains no general charge on share transfers, so buying the shares of a shelf company that holds no Gibraltar property attracts no ad valorem stamp duty.
Yes. The Companies Act sets no nationality or residence condition for shareholders or directors, and the instrument of transfer and the returns can be signed outside Gibraltar. What has to stay local is the registered office, which only a licensed person may provide to the public, and a secretary who is not the sole director. Expect the licensed provider and, later, the bank to check your identity and where your funds come from.
It can, but the account is never simply handed over. An account held by the company stays with it after the share transfer, and the bank re-checks the new owners, directors and signatories before deciding to keep it, ask for more or close it. Gibraltar banks ask detailed questions about management, source of wealth and countries of trade, and at least one business account is open only to residents of the Channel Islands, the Isle of Man or Gibraltar.
Yes, by special resolution or by any method the articles provide. Notice of the resolution goes to Companies House within 7 days, the amended memorandum and articles within 30 days, and the new name takes effect only once Companies House has registered them all. Words such as Gibraltar, Bank or Casino need prior consent from the Minister, the GFSC or the Gambling Division. The company number and incorporation date stay the same.
No, although the words are often confused. A shelf company has never traded: its value is its incorporation date and a clean run of returns, accounts and tax filings. A company that has traded is an operating business with a past, and buying it calls for due diligence on its accounts, tax, contracts and liabilities. In Gibraltar both sit on the same public registers, so the filings show which one you are being offered.
Looking for a Gibraltar shelf company? Ask us which companies are available now, with their incorporation dates and filing records, through our contact page, or message us on Telegram or WhatsApp at +48 663 247 166.