Gibraltar Companies
The Gibraltar Companies Act 2014 is similar to the English Companies Act and incorporates all the relevant EU Directives.
The following types of company are available:-
- Limited by shares (public or private)
- Limited by guarantee with or without share capital
- Unlimited, with or without share capital
Upon name approval, a Gibraltar company can be incorporated within 4 to 5 working days. Alternatively, shelf companies and same day incorporations are available.
A company may be incorporated with any name provided that it is not considered undesirable, does not contain certain prohibited words, ends with the word "Limited" (except in certain restricted cases) and does not conflict with any name already registered. The company's name may be changed after incorporation.
The minimum number of shareholders is one. Corporate and nominee shareholders are permitted therefore enhancing shareholder confidentiality. Capital Duty is fixed at £10 payable on the initial share capital.
A sole director is permitted and may be resident in Gibraltar or elsewhere. Corporate directors are also permitted. The directors manage the business of the company.
A registered office must be maintained in Gibraltar where the Statutory Books are kept, although meetings of shareholders and directors may be held anywhere in the world. Private companies may dispense with the requirement to hold annual general meetings.
The Gibraltar Companies Registry (Companies House (Gibraltar) Limited) is highly computerised and efficient. A company is required to file returns as to registered office, directors, allotments and transfers of shares and, once in every calendar year, an annual return. Company searches and name searches can be carried out online.
If a company is categorised as a “small” (with an annual net turnover of less than £8 million, a balance sheet total of less than £8 million and less than 50 employees) it is required to file, annually, an abridged, unaudited balance sheet. Different requirements apply to companies which are “medium-sized” (with an annual net turnover of less than £41 million, a balance sheet total of less than £35 million and less than 250 employees) and large companies. Annual accounts (or an abbreviated balance sheet in the case of a small company) must be filed within thirteen months following the financial year end. Newly incorporated companies must file first accounts not later than 13 months from the end of the company’s first financial year or 18 months following the first anniversary of the incorporation of the company, whichever is the longest period.
Foreign companies may establish a branch office/place of business in Gibraltar by registration under Part XII of the Companies Act.
British Virgin Islands Companies
Incorporation is straightforward. A Memorandum and Articles of Association are executed by nominee incorporators and filed with the Registrar. The Registrar then issues a Certificate of Incorporation, which is evidence that the company has been incorporated. Shelf companies are immediately available.
The incorporation documents must contain certain minimum information, which includes:
• the name of the company which may, in addition to the customary usage of "Limited", "Corporation" or "Incorporated", include as part of its name "Societe Anonyme", "Sociedad Anonima" or their abbreviation "S.A.";
• the address of the registered office and registered agent of the company;
• the objects, purposes and authorised capital of the company;
• the classes, number and par value of shares of the company.
The company is not subject to any corporation tax and stamp duty in the BVI. In addition, no estate tax is incurred in the BVI upon the death of a member of a BVI Company. At present a BVI Company is not required to file a tax return, financial statements or an information return detailing the identity of its members or directors. The only requirement is that the Company identify the local registered agent when paying its annual licence fee.
The currency of the BVI is the United States dollar. No foreign exchange restrictions have been or we understand are likely to be imposed. An annual licence fee is payable to the BVI authorities, the level of which is dependent on the amount of the authorised share capital.
Shares of a BVI Company may be registered, held in the name of nominees for the actual owner or issued in bearer form, however there are restrictions on issue and safe custody of bearer shares, which must be held by an authorised custodian in the BVI. Retaining the power to issue bearer shares in the Memorandum & Articles of Association will incur an increased annual licence fee. Although share registers are required, they are private documents maintained by the Company's self-selected local resident agent.
A BVI company need have only one member and may be incorporated for any lawful object or purpose. Shares may be issued for par or no par value but must be paid for in full upon issue. A BVI company has no minimum share capitalization requirement, which may be expressed in any currency. As standard, companies are formed with an authorised share capital of $50,000 divided into 50,000 shares of $1 each.
A BVI Company may be managed by one or more directors, none of which need be resident in the BVI. Moreover, the director(s) can be an individual, trust company or other corporation. The identity of the directors and officers of a BVI Company are not placed on file with the BVI Registrar.
There is no requirement as to frequency of directors or members meetings. Meetings of the directors may be held anywhere in the world and resolutions may be passed via conference calls. The presence of one half (the charter documents may stipulate less) of the directors constitutes a quorum. In the absence of a formal meeting, board resolutions may be adopted through a signed consent.
The books of a BVI Company may be kept any place as determined by the directors. Members and directors may hold their meetings or give their consent by proxy.
A Registered Office and Agent must be maintained in BVI.
There is currently no requirement to file accounts with any authority in BVI.
A company incorporated under the laws of a jurisdiction outside BVI is entitled to re-domicile into the BVI and continue under BVI legislation if so entitled under the legislation of the country in which it is incorporated.