International Law (Spain-Gibraltar)
The law of Gibraltar is a combination of common law and statute, and is based heavily upon English and EU Law.
The purpose of the last law revision was largely to bring our company law in line with the requirements of modern day practice, but also to streamline the regulation of companies.
The new Act incorporated a number of additions and amendments including the codification of processes that were already happening in practice, provisions equivalent to those in the 2006 Companies Act, together with EU Directives.
The main types of companies that are incorporated or registered in Gibraltar are private limited companies and companies registered under Part XII or XIV of the Companies Act.
The majority of companies that we look after are private limited companies as this is the most commonly used vehicles to hold assets or carry on business.
If a foreign company establishes an operation in Gibraltar, if it is the case presented, by a subsidiary in Gibraltar from the company based in Uk or elsewhere, it need to be registered in Gibraltar previous to any action.
And the entity would need to be registered in accordance with the Companies Act.
In your case we must comply with the conditions for registration of a new company set up, a branch from the Spanish, and this would be applicable where the entity is incorporated outside of the United Kingdom and Gibraltar and has a branch in Gibraltar. If this does not apply, it can register under Part VII and would be known as ‘an overseas company’.
It should be noted that we require our due diligence procedures to be satisfied prior to the company being started to set up and/or available for use by the client.
This due diligence we need to comply with comes along with pour professional duties and the need to fight against money laundering and other sorts of crimes, as it is also applicable in all throughout the EU.
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It is important to clearly document the rationale behind the structure that is being set up as well as verifying the identity of the beneficial owners.
For individuals this is usually done by providing;
• a certified true copy of their passport and proof of address (in the form of a utility bill dated within 3 months),
• a reference from their main banker in EU and/or Spain
• a professional reference from their lawyer or accountant, and
• a C.V. setting out their background. It is also essential to be able to demonstrate the source of funds and wealth relevant to the proposed activity of the Gibraltar Company
The process of incorporation of a private limited company involves the subscription by the subscriber (the first shareholder) to the Memorandum and Articles of Association’, which are delivered to Companies House in Gibraltar together with the particulars of the new company including details of the registered office, share capital and liability of the members amongst others.
Our associated firms hold a license under the Financial Services (Investment and Fiduciary Services) Act for Company Management.
Once the targets of your case set, the legal framework studied, the due diligence complied with, the proposed serviced required by client falling under the tax efficiency analysis standards where your case perfectly suits and all points to be covered in the memorandum and Articles of association such as shareholder, capital, denomination, domicile etc., decided by the client after our analysis rendered, the standard registration service offered by Companies House is three working days, however for an extra fee they can incorporate a company on the same day if registration documents are delivered to them by midday. This does not apply in several cases as branches.
The standard cost of the incorporation of a private limited company as a branch, also involves the analysis of the mother company, is of a minimum of £3,400 and this is fully inclusive of disbursements including Companies House filing fees, legal fees and stamp duty. For an urgent same day service, the cost is an extra £1.200.
Companies which figures are going to be expected to be higher than £ 200.000 a year, are added with a 1,5% of its volume as added fees.
We can provide the full service – company administration and secretarial, tax advice, registration of the company with the employment service and anything in relation thereto, registration of the company with the tax office together with ongoing computations and tax filings, the preparation of financial statements and the implementation of corporate structures.
We can also act as Secretary and Nominee Shareholder, and assist in the appointment of a Gibraltar Corporate Director from a panel of licensed intermediaries.
If an individual director is preferred, we can make introductions to suitable individuals.
