Gibraltar non-resident company - option 2

Your company name must end with the word 'Limited', or its abbreviation 'Ltd'. For example: ABC Limited, ABC Ltd. These words (Limited, Ltd) must not occur in any other place within the name of your company.

It is not possible to use a word (or words) in the name that is calculated to suggest: -

1. The patronage of Her Majesty or that of a member of the Royal Family;
2. A connection with Her Majesty's Government; or
3. A connection with a municipality or other local authority or with a society or body incorporated by Royal Charter;
4. A connection with the Forex or Crypto-currency markets.

A company may not be registered under a name that is identical to the name of an existing company registered in Gibraltar, or is so similar to the name of an existing Gibraltar company, that, in the opinion of the Registrar, such name would be likely to confuse or mislead.

As the Gibraltar Registrar of Companies has a name-reservation system, the reserved name would also be considered as an already existing name.

Without obtaining a prior written consent of the Financial Services Commission, a Gibraltar company may not be registered under a name that contains a restricted word or phrase, such as the words 'Assurance', 'Bank', 'Building Society', 'Chamber of Commerce', 'Chartered', 'Cooperative', 'Imperial', 'Municipal', 'Royal', 'Trust' or any word conveying a similar meaning, as well as any name suggesting the patronage of the British Royalty, British, Gibraltar or any other government or its department.

The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.

The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.

Sensitive words:

Names with letters or abbreviations of letters: for any names that include singular letters or which contain any form of abbreviation within the name, Companies House will always require a signed letter in writing from the applicant explaining clearly what the abbreviation stands for or what the particular letters in the name stand for. Words that imply National or International Pre-Eminence.

British or Britain: the criteria for use of this word in your company or business name can vary depending on the way the word is used. Normally Companies House would expect the company or business to be British owned. You would need to show that the company or business is pre-eminent in its field, preferably by providing supporting evidence from an independent source such as a Government Department or a trade association.

Gibraltar or Great Britain: if you wish to use either of these expressions as a prefix, or if you wish to use "Great Britain" or "Gibraltar" then the criteria are the same as that for "British".

International: if this word is used as a prefix to your company or business name you would need to show that the major part of its activities is in trading overseas. If you wish to use it as a suffix, approval will usually be given if you can show that its main activities are exports or that it operates in more than one country overseas. Approval is usually given to companies wishing to use this word when the company is incorporated with a minimum share capital of at least £5,000 and is involved in a trade that is international in character such as travel or transport, provided that the name is not misleading or likely to give rise to a justified complaint.

European, Europe, EURO, European Union or EU: an activity letter will always be required explaining the activity of companies wishing to use these words or abbreviations in its name. Names that include these words may be approved provided that they do not imply a connection with any of the official bodies of the European Union, and provided that the name is not misleading or likely to give rise to a justified complaint.

Association, Federation or Society: if you wish to use one of these words, your company would normally be expected to be limited by guarantee. Each member should have one vote under the constitution, and normally any profits should be used to further the objects of the organisation rather than be paid out to the members as dividends. If you want to use one of these words in an unincorporated business name you should seek the advice of Companies House. Institute or I

Institution: approval for use of this word is normally given only to those organisations that are carrying out research at the highest standing. You will need to show that the company or business does not conflict with other existing organisations and that it has appropriate regulations or examination standards. You will need evidence of support from other representative and independent bodies.

Group: if use of this word implies that there are a number of companies under one ownership, then you will need to provide evidence of association with one or more Gibraltar or overseas companies and give details of the other companies inside that group. If, however, the name clearly shows that the company or business is to promote the interests of a group of individuals then the name will normally be approved.

Holding(s): companies wishing to use this word must be a holding company and must confirm this in writing upon incorporation and also confirm that when the first annual return is submitted it will specify the activity of the company as one of the following standard industrial classification codes:

• • Holding Non-trading Company
• • Activities of agricultural holding companies
• • Activities of production holding companies
• • Activities of construction holding companies
• • Activities of distribution holding companies
• • Activities of financial services holding companies
• • Holding of a Private Residence / Real Estate
• • Holding of a Yacht / Vessel
• • Holding of Personal Assets
• • Activities of other holding companies

Please enter your details in the fields below. All fields are required.

Please provide us with a physical street address: not a post office (PO) box address. If you plan to pay online by credit card, the address that you enter here must match the address associated with your credit card.

As the person making this application, we will contact you should we need to discuss your application or company. We will not communicate with the company officers, or any other parties, unless you specifically request us to do so.

E-mail is the primary means of communication between us, so be sure to enter your e-mail address correctly.

If you do not receive an e-mail from us shortly after you submit your order, please check that your e-mail account is appropriately configured to enable you to receive e-mails from us.

In particular, ensure that your spam filter is not mistakenly filtering our e-mails.

In the case of a body corporate, "beneficial owner" means any individual who: -

• As respects any body other than a company whose securities are listed on a regulated market, ultimately owns or controls (whether through direct or indirect ownership or control, including through bearer share holdings) more than 25% of the shares or voting rights in the body; or
• As respects any body corporate, otherwise exercises control over the management of the body.

In the case of a private individual, "beneficial owner" means any individual who: -

• Ultimately is entitled to or controls (whether the entitlement or control is direct or indirect) more than a 25% of the capital or profits of the company or more than 25% of the voting rights in the limited company; or
• Otherwise exercises control over the management of the company.

In the case of a trust, "beneficial owner" means: -

• Any individual who is entitled to a specified interest in at least 25% of the capital of the trust property;
• As respects any trust other than one which is set up or operates entirely for the benefit of individuals falling within sub-paragraph (a), the class of persons in whose main interest the trust is set up or operates;
• Any individual who has control over the trust.

In the case of a legal entity or legal arrangement which does not fall within paragraph (1), (2) or (3), "beneficial owner" means: -

• Where the individuals who benefit from the entity or arrangement have been determined, any individual who benefits from at least 25% of the property of the entity or arrangement;
• Where the individuals who benefit from the entity or arrangement have yet to be determined, the class of persons in whose main interest the entity or arrangement is set up or operates;
• Any individual who exercises control over at least 25% of the property of the entity or arrangement.

A certificate of beneficial ownership is a document used to confirm the identity of the beneficial owner of a business entity. It also confirms the name of the firm, registered number, and registered office address.

A certificate of beneficial ownership is often used to prove that a particular individual is authorised to enact legally binding transactions on behalf of an entity.

Certificates of beneficial ownership are issued by the business formation agent. The beneficiary owner can produce the certificate as the evidence of his/her position within the firm to any interested party in any administrative or legal proceedings or official injury.

Your certificate will be printed in an elegant format, sealed and laminated. If you need to apply for such certificate, please pay for the delivery.

Also know as share capital or nominal capital, the authorised capital of a company is the maximum amount of share capital that a company is legally permitted to issue to its shareholders.

The authorised share capital sets a limit on the amount of money a company can raise through the sale of shares in the company. If a company sells too many shares, exceeding the maximum value allowed in its memorandum of association, and then the shares exceeding the authorised capital will be deemed to be invalid and ineffective.

It should be noted that the full amount of the authorised capital need not be used: it represents a maximum limit, there is no minimum limit, so only a portion, or none at all, of the authorised capital need be issued as shares.

The standard capital upon formation is £2,000; this is divided into 2,000 shares valued at £1.00 each. It is not required to have all of the shares issued, but a minimum of one share must be issued.

Contributions may include any type of asset - cash, property, services rendered, or a promissory note or other obligation.

Non-standard share issues require additional paperwork which we will prepare and file on your behalf. If you require an alternative capital, or share structure, please provide details below.

Shares may be issued by the company to shareholders in return for payment which is equal to, or greater than, the nominal value of the shares. The authorised share capital refers to the amount of shares, and their value, which are available to be issued – not all of the authorised share capital need be issued. The issued share capital refers to shares which have been allotted and issued and held by shareholders. There is no maximum limit for the authorised share capital.
The standard authorised share capital for a non-resident company in Gibraltar is £2,000. It is possible; however, to register your company will a larger authorised share capital or with the greater amount of shares.

Click the check box below and enter the desired authorised share capital in the associated field if you wish to register your company with an authorised share capital which is greater than £2,000.

Please be aware that there are additional registration fees charged by the government of Gibraltar for larger authorised share capitals. Our fee of £390.00 includes the government charges and our legal expenses as well.

If you will need to increase of a company authorised share capital on a later stage our fee is £390.00.

Your company must have a registered office address & licensed agent within Gibraltar; this is the official address of your company and will be on the public record as such. Our company is working with the local licensed agent in Gibraltar, who will be listed as your official agent and who is also provides their office address as your legal address.

Companies Registrar, and other authorities will use the registered office address of your company to send official documents, and they will assume that such documents have been received by the company directors.

Copies of the memorandum and articles of association, register of members, register of directors and copies of all notices and other documents filed by a company in the previous ten years must be kept at the registered office address.

So long as you maintain a registered office address and licensed agent in Gibraltar, you can conduct your business from any place in the world, you do not have to run your business from your registered office address.

The centre of administration of the business is the address at which the overall control and management of the company is conducted: where the central administrative functions of the business are conducted. Please provide us with a physical street address in the fields below: not a post office (PO) box address.

For many businesses, all activity will be conducted from the same place. Please provide us with a physical street address in the fields below: not a post office (PO) box address.