Europe · Company formation
Company formation in Gibraltar
Holding companies and e-gaming or crypto and DLT operators looking for territorial tax and no VAT.
At a glance
- Entity
- Private company limited by shares (Ltd)
- Corporate tax
- 15% on income accrued in or derived from Gibraltar (territorial system); raised from 12.5% in 2024. 20% for utilities, energy and dominant-position firms. No VAT. Since 15 July 2026, imported goods carry a 15% Transaction Tax (a tax on imports that replaced import duty).
- Incorporation time
- ~3 working days standard; same working day for an added government fee if documents are lodged before noon.
- Minimum capital
- None prescribed; typically GBP 100 nominal (GBP 1 possible).
- Resident director
- Not required — director may be non-resident. A company secretary is mandatory (a sole director cannot also be the secretary), as is a Gibraltar registered office via a licensed service provider.
- Audit
- Audit required if the company is not small or has assessable income of GBP 1.75m or more; otherwise accounts with an independent accountant's report.
- Remote set-up
- Yes — fully remote via a licensed registered agent (KYC by e-signature/courier).
- Government fee
- GBP 100 (Companies House incorporation, any share capital), plus GBP 10 capital stamp duty; same-day GBP 200, two-hour GBP 500. As of 2026.
- Best for
- Holding companies and e-gaming or crypto and DLT operators looking for territorial tax and no VAT.
The process
- Check and reserve the company name at Companies House Gibraltar.
- Appoint a licensed registered agent and Gibraltar registered office; complete KYC/UBO due diligence.
- Prepare and sign the Memorandum and Articles of Association and set the nominal share capital.
- File incorporation documents and pay the GBP 100 fee; receive the Certificate of Incorporation (~3 working days). File the beneficial owners with the UBO (ultimate beneficial owner) Register within 30 days.
- Register with the Income Tax Office for corporation tax (no VAT registration — Gibraltar has none).
- Open a corporate bank or EMI account (KYC-heavy; allow extra time).
- Gibraltar taxes profits where the profit-making work is done, and activities that need a Gibraltar licence count as done in Gibraltar. Real management on the Rock is what stops your home country (or Spain) treating the company as its own tax resident — mailbox-only structures are challengeable.
- Banking is the practical bottleneck: Gibraltar's e-gaming and crypto profile makes EU/UK bank onboarding slow and selective, and many structures fall back on EMIs or specialist providers.
- CFC exposure at home: a low-substance holding company may be attributed to the founder's home jurisdiction under controlled-foreign-company rules, so 15% is not automatically the effective rate.
- Large groups (EUR 750m+ turnover) fall within the OECD Pillar Two / Global Minimum Tax Act 2024 (QDMTT and IIR), adding a 15% floor and extra filings.
A Gibraltar company costs £110 to incorporate, or £310 with the certificate the same day, and pays 15% corporation tax only on profits earned on the Rock. What changed in 2026 is everything around it. Spain took Gibraltar off its tax-haven blacklist from 28 June 2026, the UK–EU treaty on Gibraltar has applied provisionally since 15 July 2026, and imported goods now carry a new 15% Transaction Tax. Services still carry no VAT, and dividends and capital gains still go untaxed.
Company formation in Gibraltar: how to register a company step by step
The standard vehicle is the private company limited by shares (Ltd) under the Companies Act 2014. A founder abroad cannot realistically file alone: every company needs a Gibraltar registered office, and providing one is a regulated activity under the Financial Services Act 2019. A firm licensed by the Gibraltar Financial Services Commission (GFSC, the territory's financial regulator) supplies the address and files.
- Pass the provider's KYC ("know your customer" checks): passport, proof of address, source of funds, ownership chart.
- Reserve the name. Since February 2026 licensed providers reserve names online, each held for 14 days. Words such as "International", "Group" or "Holdings" need justification.
- Sign the memorandum and articles (the company's constitution) and fix the share capital. There is no minimum. Stamp duty on nominal capital is a flat £10.
- File. Standard turnaround is three working days. A £200 urgency fee buys same-day incorporation for correct documents lodged before 12:00; £500 buys a two-hour service for papers lodged 9:00–15:00.
- Within 14 days, file the particulars of the first directors and secretary.
- Within 30 days, report the ultimate beneficial owners (UBOs: anyone holding more than 25% of shares or votes, or controlling the company another way) to the UBO Register; nominee arrangements included.
- Register with the Income Tax Office for corporation tax.
- Apply for a bank account. This step, not the certificate, sets your launch date.
An existing foreign company can instead re-domicile (move its legal seat) to Gibraltar for £100, without transferring its assets.
How much does Gibraltar company formation cost in 2026
The Companies House fee table, in force since 1 August 2025, sets £100 to incorporate, £10 capital duty, £103 for an annual return lodged on time, £26 to file accounts and £62 for a certificate of good standing. A late annual return costs from £257.50.
Most of the money goes to the provider. One GFSC-licensed firm, Form-A-Co (Gibraltar) Limited, publishes its 2026 prices:
- £500 to incorporate, or £750 for same-day incorporation
- £650 a year of "domiciliation" for a company controlled by non-residents, covering secretary, registered office, annual return and balance sheet filing
- a compliance fee of £75 a year for low-risk files and at least £350 for high-risk ones
- from £250 for the abridged balance sheet and £150 for the CT1, the corporation tax return
- £500 to apply for a bank account
- £750 a year for a corporate director and £250 a year per nominee shareholder
Worked example: a low-risk holding company owned by a founder living abroad, with the provider as secretary. State fees are added, since the list does not say it includes them.
- Setup: £110 state fees + £500 formation + £500 bank application = £1,110
- Every year: £650 domiciliation + £75 compliance + £250 balance sheet + £150 tax return + £129 state filing fees = £1,254
- Setup plus one year of running costs: about £2,364, before an independent accountant's report
A corporate director lifts the annual bill past £2,000. None of this buys substance: a Gibraltar-based employee adds employer social insurance of 18% of pay, capped at £56.22 a week (about £2,923 a year), according to PwC.
Gibraltar company requirements: directors, secretary, owners and substance
- Directors and shareholders: at least one of each; corporate directors allowed; no residence rule in company law; no minimum capital.
- Secretary: mandatory, and a sole director cannot also be the secretary.
- Beneficial owners: changes reported within 30 days. The UBO register has been public since 2020, and in February 2026 the government committed to free searches by anyone.
- Local presence: not required by company law, but tax rules (below) and regulators demand it. Under the Gambling Act 2025, in force since 1 April 2026, even a Gibraltar holding company owning more than 25% of a remote-gambling operator abroad needs a Gibraltar support-services licence.
Gibraltar corporate tax rate: 15%, but on what
The Income Tax Office has charged 15% since 1 July 2024, up from 12.5% (and 10% before August 2021). Utilities (electricity, fuel, water, telephony) and companies with a dominant market position pay 20%.
The base is territorial. Section 74 of the Income Tax Act 2010 taxes profits "accrued in and derived from" Gibraltar, defined by where the profit-making activity happens: the tax office asks what the company did to earn the profit, and where (territorial taxation explained).
Three rules cut the other way:
- Licensed business is deemed local. If the activity needs a Gibraltar licence (gaming, insurance, e-money, or DLT: distributed ledger technology, meaning blockchain), its profits are Gibraltar profits wherever customers sit.
- Royalties received by a Gibraltar-registered company are taxed at 15%.
- Interest on loans between companies is taxed once it reaches £100,000 a year from any one company.
Dividends received, capital gains and other passive interest are untaxed. There is no withholding tax on dividends, interest or royalties paid abroad.
There is no VAT. Since 15 July 2026, imported goods have paid a Transaction Tax, replacing import duty: 15% in year one, 16% in year two, 17% in year three, charged at import on the goods' cost. The government confirms it does not apply to services.
Groups with €750 million or more in revenue face the Global Minimum Tax Act 2024, Gibraltar's version of the Pillar Two 15% floor set by the OECD (Organisation for Economic Co-operation and Development).
Worked example. A Gibraltar Ltd sells software consulting to German clients. If two developers do the work from an office in Gibraltar and profit is £200,000, the Gibraltar bill is £30,000, and dividends leave without withholding tax. If the founders do the same work from a flat in Madrid, Gibraltar's own test points away from the Rock, and the UK–Spain tax agreement on Gibraltar, in force since 4 March 2021, makes the company resident only in Spain when most of its effective managers live there.
Is Gibraltar an offshore jurisdiction
Not in the classic sense.
- The zero-tax era is over. The Income Tax Act 2010, in force since 1 January 2011, taxes all companies on the same territorial basis. In November 2011 the EU Court of Justice ruled that an earlier reform plan favouring offshore companies was state aid (a selective subsidy banned by EU law).
- Brussels closed the loopholes. In December 2018 the European Commission found that exempting interest and royalties in 2011–2013, plus five tax rulings, handed out about €100 million of illegal aid. Gibraltar now taxes both streams.
- The lists have moved. The FATF (Financial Action Task Force, the global anti-money-laundering body) took Gibraltar off its grey list on 23 February 2024; the EU removed it from its money-laundering high-risk list from 5 August 2025. Gibraltar is on neither the EU's tax blacklist nor its grey list in the February 2026 update. Spain delisted it by Order HAC/649/2026, in force 28 June 2026, but only for tax periods starting on or after that date: for a Spanish taxpayer's calendar-year 2026, Gibraltar still counts as non-cooperative.
- Russia still lists it. The Russian Finance Ministry's "offshore zones" list (Order No. 86n of 2023) names Gibraltar, alongside the UK, the US, Germany and 80-odd others. That matters for Russian tax purposes.
The honest label: a low-tax, territorial, transparent British Overseas Territory, outside the EU since 2020 and, under the 2026 treaty, in a customs union with it for goods only.
Opening a bank account for a Gibraltar company
Gibraltar's short list of licensed banks includes the government-owned Gibraltar International Bank and Trusted Novus Bank. Expect full KYC on every owner and director, proof of where the work happens and, for gaming or crypto, checks that can end in refusal. The fallback is a UK or EU e-money institution (EMI, a licensed payments firm that holds client money but does not lend). See our bank account service and Gibraltar incorporates in three days. The bank is the hard part.
What a Gibraltar company files every year
- Annual return to Companies House within 30 days of its return date: £103.
- Accounts within 12 months of the year-end: £26. Small companies (two of three: turnover up to £10.2 million, balance sheet up to £5.1 million, up to 50 staff) file only an abridged balance sheet.
- Tax return (form CT1) within nine months after the end of the month in which the year closes. Every Gibraltar-registered company files one, even with no taxable income.
- Audit or accountant's report. Accounts must be audited if assessable income is £1.75 million or more, or if the company is not small under company law. Otherwise they come with an independent accountant's report (IAR), a lighter review by an approved accountant.
- Payments on account are due on 28 February and 30 September, each half of the previous year's tax.
- Late tax-return penalties for micro and small companies: £100 at once, £450 after three months, £750 after six.
- Goods traders may now need a Spanish tax number (NIF, Número de Identificación Fiscal) and an EORI (Economic Operators Registration and Identification) customs number from Spain's tax agency. Companies House sells the certified document bundle for £75, before the apostille (the stamp that authenticates it abroad).
Gibraltar vs UK, Malta, Cyprus and BVI in 2026
| Gibraltar | UK | Malta | Cyprus | British Virgin Islands (BVI) | |
|---|---|---|---|---|---|
| Corporate tax | 15% (20% utilities) | 19% to 25% | 35%; shareholder refunds or an optional 15% final tax cut it | 15% since 1 January 2026 | 0% |
| What is taxed | Profits earned in Gibraltar | Worldwide profits | Worldwide profits | Worldwide profits | Nothing |
| VAT | None; 15% Transaction Tax on imported goods | 20% | 18% | 19% | None |
| Audit | If not small or assessable income is £1.75m+; otherwise accountant's report | Exempt if small (two of: £15m turnover, £7.5m assets, 50 staff) | Every company | Most; a review for the smallest | None; unaudited annual return to the agent |
| EU single market | No | No | Yes | Yes | No |
| EU tax lists (February 2026) | Not listed | Not listed | EU member, not screened | EU member, not screened | Grey list (Annex II: pending reform commitments) |
Choose the UK or Scotland for the most bankable name, Malta or Cyprus for EU access, the BVI for a pure holding company that tolerates the EU grey list, and Gibraltar when the business is UK-facing, licensed or run from the Rock.
Who should set up a business in Gibraltar, and who should not
It suits:
- Online gambling operators and suppliers. The Gambling Act 2025 created separate licences for B2C (selling to players), B2B (supplying operators) and support services. See gambling licensing.
- Fintech and insurance firms selling into the UK. Gibraltar firms keep UK market access under transitional rules extended to 31 December 2026. See financial licensing.
- Holding companies managed on the Rock, which collect dividends and gains untaxed.
- Founders who move there. Category 2 (capped tax for wealthy newcomers) and HEPSS (High Executive Possessing Specialist Skills, for highly paid specialists) limit personal tax; see Gibraltar residence.
It does not suit:
- Anyone living in Spain. The tax agreement makes the company Spanish.
- A mailbox run from a high-tax home. Your country's CFC rules (controlled foreign company rules, which tax owners on a low-taxed company's profits) will usually apply.
- Businesses that need an EU passport, the right to sell services across the EU from one licence.
- Anyone buying privacy. The owners register is public.
Frequently asked questions
How long does it take to register a company in Gibraltar?
Three working days once KYC is done; same day for a £200 urgency fee, two hours for £500. The bank account takes far longer than the company.
How much does it cost to open a company in Gibraltar?
Government fees are £110. On one licensed firm's published 2026 prices, a simple holding company costs about £2,364 for setup and its first year, then £1,254 a year, before the independent accountant's report.
What is the Gibraltar corporate tax rate in 2026?
15% on profits accrued in and derived from Gibraltar, since 1 July 2024; utilities and dominant-position firms pay 20%. Dividends received and capital gains are not taxed.
Can I open an offshore company in Gibraltar?
Not a zero-tax one. Gibraltar taxes local profits at 15% and publishes beneficial owners. Foreign-source profit escapes Gibraltar tax only when the work genuinely happens abroad, where it is usually taxed instead.
Can a non-resident open a company in Gibraltar?
Yes. Directors and shareholders can live anywhere, and a GFSC-licensed provider works remotely. But where the directors live decides where other countries treat the company as resident.
Does a Gibraltar company pay VAT?
No. Since 15 July 2026, imported goods have paid a 15% Transaction Tax that replaced import duty, but services are not covered.
Does a Gibraltar company need an audit?
Yes, once assessable income reaches £1.75 million a year or the company outgrows the small-company limits in company law. Below both, the tax return must include accounts with an independent accountant's report.
Is a Gibraltar company a good idea if I live in Spain?
Usually not. Under the UK–Spain tax agreement on Gibraltar, the company is resident only in Spain if most of its assets, income, effective managers or control are Spanish. Leaving Spain's blacklist in 2026 did not change those residence rules.
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