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Company and Jurisdictions

Gibraltar

Exempt Company

Legislation: Standard capital:
Companies Ordinance Act 1984 as amended based on the Companies Act 1929 (as modified). GBP 1,000 at the standard incorporation fee.
Annual government fees: Corporate Taxation:
USD 225 Zero
Time to incorporate: Ready-made companies:
5 days. Yes.
Minimum members: Registered office required:
One, individual or corporate. Yes, must be maintained in Gibraltar at the address of a licensed management company or law firm.
Local registered agent: Minimum number directors:
Yes. One, individual or corporate. A register of directors must be filed with the Registrar and is open to public inspection. A secretary is necessary.
Officer to be locally resident: AGM required:
No. No.
Annual return required: Financial statements to be prepared and/or audited:
An annual return must be filed each year showing details of shareholders and directors. With effect from 1 April 2000 all Gibraltar companies must file annual accounts with the Registrar. These must be prepared and filed but most companies escape audit requirement.
Balance sheets to be filed: Share register required:
Yes. Yes, at registered office
To be filed with Registrar: Open to public inspection:
No. Yes.es.
Exchange controls: Redomiciliation permitted:
No. Yes, in and out.
Language of incorporation: Confidentiality:
English. No specific statutory provisions governing confidentiality in relation to companies, but English law, which applies within the jurisdiction imposes a common law duty on professionals to keep the affairs of their clients confidential.
Bearer shares permitted:  
No

Advantages

Disadvantages


  • Well-regulated and respected EU jurisdiction, where costs are somewhat less than in other EU competitors.
  • Some political instability due to the Spanish claim for sovereignty.

International Agreements

OECD Harmful Tax Practices

Gibraltar was among 35 jurisdictions identified by the OECD in June 2000 as meeting the technical criteria for being a tax haven. In 27 February 2002, the Gibraltar government signed a commitment to improve the transparency of its tax and regulatory systems and establish effective exchange of information for tax matters with OECD countries by 31 December 2005.

Tax Information Exchange Agreement (TIEA)

None

EU Savings Tax Directive

Gibraltar (an associate member of the EU) will provide information on the interest earnings of non-resident EU individuals to the tax authorities of their home countries, consistent with the EU Savings Directive, with effect from 1 July 2005.

Financial Action Task Force (FATF)

The FATF conducted a Mutual Evaluation Report on Gibraltar' in 2001. It concluded that Gibraltar has a comprehensive legal framework and administrative arrangements in place to fight money laundering. Gibraltar, it said, had in place a robust arsenal of legislation, regulations and administrative practices, and was close to complete adherence with the FATF 40 Recommendations.

Mutual Legal Assistance Treaties (MLATs)

The Mutual Legal Assistance Treaty between the US and the UK has not been extended to Gibraltar. But application of a 1988 US-UK agreement, concerning the investigation of drug-trafficking offences and the seizure and forfeiture of proceeds and instrumentalities of drug trafficking, was extended to Gibraltar in 1992. Also, the Drug Offences Ordinance of 1995 provides for mutual legal assistance with foreign jurisdictions on matters related to drug-trafficking and related proceeds. Gibraltar has passed legislation as part of the EU decision on its participation in certain parts of the Schengen arrangements, to update mutual legal assistance arrangements with the EU and Council of Europe partners. Gibraltar is a member of the Offshore Group of Banking Supervisors (OGBS) and, in 2004, the Gibraltar Coordinating Centre for Criminal Intelligence and Drugs (GCID) became a member of the Egmont Group.

Tax Treaties

Gibraltar has not entered into any Tax Treaties with other countries, but has some arrangements with the UK for avoiding double taxation of income.


General Info

Full Country Name: Gibraltar
Status: UK Overseas Territory
Area: 6.5 sq km
Population: 27,884 (July 2005 est.)
Capital City: Gibraltar
Nationality: Gibraltarian
People: Spanish, Italian, English, Maltese, Portuguese, German, North Africans
Languages: English (official), Spanish, Italian, Portuguese
Currency: Gibraltar pound (GIP) – parity to sterling
Government: Parliamentary British Overseas Territory with internal self-government
Legal system: English law
Head of State: HM Queen Elizabeth II

Geography

The peninsula that is Gibraltar is in southwest Europe, bordering the Strait of Gibraltar on the southern coast of Spain. The Strait of Gibraltar links the Mediterranean Sea and the North Atlantic Ocean.


History

On 4 August 1704 Admiral Sir George Rooke, in command of an Anglo-Dutch fleet landed at Gibraltar, overcame its Spanish garrison and established a British military base. Gibraltar was ceded to Britain in 1713 under the Treaty of Utrecht. A series of further treaties between 1729 and 1763 confirmed this. The Spanish made a number of attempts to recover the Rock by force up until 1783. In 1830 Gibraltar became a Crown Colony and increasingly important to British defence and commercial interests.

Since 1783 Spain has continued to lay claim to the sovereignty of Gibraltar by non-military means, culminating in the closure of the border in 1969. The border closure was triggered by adoption of the current Gibraltar Constitution and followed a majority vote to remain under British sovereignty in a referendum held in 1967. An Order in Council in 1969 established the current Constitution with responsibility for certain matters being devolved to an elected Government of Gibraltar while the Governor retained other responsibilities (and principally those for external affairs, defence and internal security). The Preamble to the Constitution Order states that the UK will never allow the people of Gibraltar to pass under the sovereignty of another state against their freely and democratically expressed wishes.

In 1980 full restoration of communications was agreed at a meeting of British and Spanish Foreign Ministers in Lisbon, although the border was not fully reopened until 1985. Recent discussions between the UK and Spain over the principle of joint-sovereignty were abandoned after the Government of Gibraltar organised a referendum on 7 November 2003. There was an 88% turnout, with 98.5% voting against any sharing of sovereignty with Spain.

On 27 October 2004, the Foreign Ministers of the UK and Spain agreed to consider and consult further on how to establish a new forum for dialogue on Gibraltar, with an open agenda, in which Gibraltar would have its own voice. Any future discussion over Gibraltar will now take place through a three-sided dialogue rather than a bilateral negotiation. On 10 February 2005 the first meeting of the forum was held in Malaga, which covered a range of issues including the airport, border issues and nuclear submarines. Working groups are now being established on particular projects.


Government and Politics

Executive branch
Head of State: Queen Elizabeth II (since 6 February 1952), represented by Governor and Commander-in-Chief Sir Francis Richards (since 27 May 2003)
Head of Government: Chief Minister Peter Caruana (since 17 May 1996)
Cabinet: Council of Ministers appointed from among the 15 elected members of the House of Assembly by the Governor in consultation with the Chief Minister
Elections: None; the monarch is hereditary; governor appointed by the monarch; following legislative elections, the leader of the majority party or the leader of the majority coalition is usually appointed chief minister by the governor
Legislative branch

Unicameral House of Assembly (18 seats - 15 elected by popular vote, one appointed for the Speaker, and two ex officio members; members serve four-year terms)

Elections: last held 27 November 2003 (next to be held not later than February 2008)

Election results: percent of vote by party - GSD 58%, GSLP 41%; seats by party - GSD 8, GSLP 7

Judicial branch

Supreme Court; Court of Appeal

Political parties and leaders

Gibraltar Liberal Party (Joseph Garcia); Gibraltar Social Democrats or GSD (Peter Caruana); Gibraltar Socialist Labour Party or GSLP (Joseph John Bossano)


Economy

Basic economic facts

GDP (2000 est.): US$ 769 million

Growth rate:NA

Per capita GDP (200 est.): US$ 27,900

Main Industries: Financial Services, Tourism, Shipping and Manufacturing

The economy of Gibraltar is driven by three major but distinct activities: Financial services, tourism and shipping/manufacturing. Each contributes 25%-30% of GDP. Telecommunications accounts for another 10%.

Financial services are a major activity and a vital sector of the national economy. A wide range of business and professional service activities has also been developed to support this sector. Gibraltar has 18 banks, ten of which are incorporated in Gibraltar, and all except one are subsidiaries of major international financial institutions.

The UK government formally notified the European Commission on 18 February 2005 that the Gibraltar exempt company regime would be phased out by 2010 followed the threat of legal action by the Commission.

The regime was one of 66 measures identified in 1999, across all EU Member States and their dependent and associated territories, as constituting harmful tax competition under the EU Code of Conduct for business taxation. The criteria included: an effective level of taxation that is significantly lower than the general level of taxation in the country concerned; tax benefits reserved for non-residents; and tax incentives for activities which are isolated from the domestic economy and therefore have no impact on the national tax base.

Prohibited from trade within Gibraltar, "exempt” companies, were subject instead to a fixed annual tax of between £225 and £300, and paid no income tax on profits. The standard rate of tax on profits for companies resident in Gibraltar is 35%.

The new agreement provides that the total number of exempt companies will not exceed 8,464 and existing exempt companies will continue to benefit from their tax-exempt status until 31 December 2010 unless they change ownership or activity. Companies changing ownership or activity before 30 June 2006 will continue to benefit from tax-exempt status until 31 December 2007. It they change after that date they will lose their tax-exempt status.

New exempt companies can also be formed up to 30 June 2006, but limited such that the number in 2005 does not exceed 60% of the number of exempt companies leaving the register over the same period. And, from January to June 2006, does not exceed either 50% of the number leaving or the number of exempt companies admitted in 2005. New exempt companies will only benefit from their tax-exempt status until 31 December 2007.

Chief Minister Peter Caruana said the deal delivered "absolute legal certainty" to exempt companies and would enables the finance centre to continue operating, pending a European Court of Justice ruling on regional selectivity. The ECJ is expected to issue that ruling before the exempt companies' 2010 deadline and, by then, another system of taxation, currently under discussion, should be in place that will be in compliance with both EU and OECD requirements.

The Financial Services Commission (FSC) is responsible for regulating and supervising Gibraltar’s financial services industry. It is required by statute to match UK supervisory standards. Both onshore and offshore banks are subject to the same legal and supervisory requirements.

The FSC also licenses and regulates the activities of trust and company management services, insurance companies, and collective investment schemes. Internet gaming is permitted, and is subject to a licensing regime. Gibraltar has guidelines for correspondent banking, politically exposed persons, bearer securities, and "know your customer" procedures, and has implemented the FATF Special Recommendations on Terrorist Financing.

In July 1999, the British Government gave the FSC permission to authorise (“passport”) Gibraltar-based banks to operate elsewhere in the EEA and in the UK. Insurance firms have been able to request similar authorisation since 1997. Since July 2003, investment service providers have held the right to export services to other EU states, in line with EU standards, but not the UK, which requires higher standards of regulation and supervision.

The Tourism industry has changed significantly during the last ten years and Gibraltar now receives in excess of 7 million visitors per annum, whose total spending exceeds £145 million. Cross-border day visitors now outnumber the traditional overnight visitors in both volume and value. They come for a variety of reasons, but primarily to shop. This has resulted in a far more robust economy, with the tourist pound reaching a wider range of recipients than was the case when overnight visitors dominated.

Gibraltar is within the European Community by virtue of Article 299(4) of the Treaty establishing the European Community. However, under the UK's Act of Accession to the EC Gibraltar is excluded from four areas of Community policy: the Community Customs Territory and Common Commercial Policy (and thus Community rules on the free movement of goods, do not apply); the Common Agricultural Policy; the Common Fisheries Policy; and the requirement to levy VAT. Gibraltarians have rights of free movement within the EU. While the UK Government is ultimately responsible under the Treaty for the Implementation of Community Law in Gibraltar, EC measures are usually implemented within the territory by means of local legislation enacted by the Gibraltar legislature.





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