Gibraltar LTDFormation of Gibraltar Non-Resident Company

LEGAL FORM

A duly incorporated limited liability company constitutes a separate legal entity and may sue and can be sued in its own name. Limited Liability Company may take the form of a private company either limited by shares or by personal guarantee of its members or public company. By far the most usual form that businessmen and/or corporations prefer is the private company limited by shares.

COMPANY NAME

Gibraltar companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Chartered or Municipal. Special consent is required for names such as European, Gibraltar or International.

MEMORANDUM AND ARTICLES OF ASSOCIATION

To register a limited liability company, Memorandum and Articles of Association must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.

SHAREHOLDERS

The number of shareholders in a private Limited Liability Company may be from 1 to 50. In the case where there is a sole shareholder, who may be corporate or individual, the Memorandum and Articles of Association should include a special provision stating that there is only one shareholder in the company. Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders. Bearer shares cannot be issued.

SHARE CAPITAL

Gibraltar Limited Liability Company may be registered with authorized share capital of 2,000 pounds, which is the maximum share capital that attracts the minimum capital duty.

DIRECTORS

The minimum number of directors is one, who may be corporate or individual. The full name, nationality, residential address and occupation together with copy of the passport are required. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors.

REGISTERED OFFICE AND COMPANY SECRETARY

Every company, registered in Gibraltar is required to have a registered office and address in Gibraltar, which should be notified at the Registrar`s Office. It is also practical that a Gibraltar resident company secretary is appointed.

MEETINGS

Company meetings need not be held in Gibraltar.

INCORPORATION TIME

3-7 working days.

RECURRING MAINTENANCE FEES AS FROM 2ND YEAR

• Provision of registered office and registered address
• Provision of company Secretary & registered agent
• Preparing and submitting of Annual Return

NON-RESIDENT STATUS

In order to qualify for non-resident status, company must be managed and controlled from outside Gibraltar. It is not subject to any local taxes except for corporate tax on profits remitted to Gibraltar. Non-resident controlled companies are permitted to trade within Gibraltar and with Gibraltar companies, but in this case will be subject to Gibraltar corporate tax at 10%. The requirements for non-resident status include:

The company must be completely owned by non-residents. Residents and Gibraltarians may not hold any shares or interests in the company.

Directors can be of any nationality and must not reside in Gibraltar.

All board meetings must take place outside Gibraltar.

AUDIT AND FINANCIAL RETURNS

All Gibraltar registered companies must file annual returns showing details of shareholders and directors and must submit their accounts with the Registrar.

OUR SERVICES FOR THE COMPANY FORMATION IN GIBRALTAR INCLUDE:

• Name check and approval
• Filling incorporation documents with the Registrar of Companies
• Registration Forms
• Payment of the Government fees
• Provision of registered office and registered address for one year
• Provision of company secretary for one year
• Rubber stamp

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION

Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:

• Notarized copy of valid passport.
• Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
• Original or certified copy of Banker’s reference letter (dated within 3 months).
• In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).

IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES

If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.

Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.

Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.

SHIPPING COST

Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.