Re-domiciling a company, or changing the jurisdiction in which it is registered, is an important step for many businesses seeking to benefit from the tax and regulatory advantages of a new location. Gibraltar, with its favourable tax environment and robust legal system, has become a preferred jurisdiction for international businesses looking to relocate. However, moving a company’s domicile involves more than just a change of address; it requires careful legal planning and a clear understanding of the local regulations.

Why Choose Gibraltar for Re-Domiciling?

Gibraltar offers a range of benefits for businesses seeking to re-domicile, including:

• A favourable tax regime, with no capital gains tax, inheritance tax, or wealth tax.
• A legal system based on English common law, providing a familiar framework for international businesses.
• Access to European and global markets, with Gibraltar’s strategic location at the crossroads of Europe and Africa.
• A stable and well-regulated financial sector, with a strong reputation for transparency and adherence to international standards.

For businesses looking to optimise their tax liabilities and benefit from a stable regulatory environment, Gibraltar presents an attractive option.

Key Legal Aspects to Consider

1. Eligibility for Re-Domiciliation

   Not all companies are eligible for re-domiciliation. To move company to Gibraltar, you must ensure that your current jurisdiction allows for re-domiciliation and that your company’s governing documents permit the process. Additionally, Gibraltar has specific legal requirements that must be met, including compliance with local laws and the Companies Act. It is essential to review these requirements with legal professionals to ensure a smooth transition.

2. Maintaining Corporate Continuity

   One of the key benefits of re-domiciling a company is the ability to maintain corporate continuity. When a company re-domiciles to Gibraltar, it retains its legal identity, meaning that its contracts, assets, liabilities, and obligations remain intact. This allows businesses to relocate without needing to dissolve and reform, minimising disruption to operations. However, it is important to carefully manage this process to ensure that all corporate governance and legal requirements are met in both the original and new jurisdictions.

3. Tax Implications

   One of the main reasons companies choose Gibraltar for re-domiciliation is its favourable tax regime. Gibraltar has no capital gains tax, inheritance tax, or wealth tax, and it offers a low corporate tax rate of 12.5%. However, it is important to review the tax implications of re-domiciling with a tax advisor. Depending on your company’s structure and its activities, there may be tax considerations in both the home jurisdiction and Gibraltar.

   It is also important to ensure compliance with Gibraltar’s tax laws, including corporate tax obligations, VAT (where applicable), and employee-related taxes. Companies that re-domicile to Gibraltar should also consider the potential benefits of Gibraltar’s Category 2 (Cat 2) status, which provides tax advantages for high-net-worth individuals.

4. Corporate Governance and Legal Obligations

   Upon re-domiciling to Gibraltar, your company will be subject to the local corporate governance and regulatory requirements. This includes the appointment of directors, company secretaries, and maintaining a registered office in Gibraltar. It is also important to ensure that your company complies with the financial reporting and audit requirements set out by Gibraltar’s Companies Act.

   Companies that re-domicile to Gibraltar should review their corporate governance practices to ensure they are in line with local requirements. This includes holding annual general meetings (AGMs), maintaining accurate financial records, and submitting annual returns to the Registrar of Companies.

5. Regulatory Compliance

   Gibraltar is a well-regulated jurisdiction that adheres to international standards for anti-money laundering (AML) and counter-terrorist financing (CTF). Companies that re-domicile to Gibraltar must ensure they comply with these regulations, as well as any industry-specific regulatory requirements. For businesses in sectors such as finance, insurance, and gaming, there may be additional licensing requirements that must be met before operating in Gibraltar.

   It is advisable to work with local experts who can guide you through the regulatory compliance process and ensure that your company meets all legal and regulatory obligations.

6. Banking and Financial Services

   Access to banking and financial services is another important consideration for businesses re-domiciling to Gibraltar. The jurisdiction offers a range of financial institutions that cater to the needs of international businesses. However, companies should ensure they meet the requirements for opening corporate bank accounts in Gibraltar, which may include providing proof of compliance with local and international regulations.

Steps for Re-Domiciling to Gibraltar

The process of re-domiciling a company to Gibraltar typically involves the following steps:

1. Review and Amend Governing Documents: Ensure that your company’s governing documents allow for re-domiciliation and comply with Gibraltar’s legal requirements.
2. Apply for Re-Domiciliation: Submit the necessary documentation to the Registrar of Companies in Gibraltar, including proof of eligibility, financial statements, and other required documents.
3. Appoint Local Directors and Registered Office: Ensure that your company complies with Gibraltar’s requirements for directors and maintains a registered office in the jurisdiction.
4. Ensure Regulatory Compliance: Work with legal and financial advisors to ensure that your company meets all local regulatory requirements, including tax obligations and corporate governance standards.
5. Transfer of Assets and Liabilities: Ensure that the transfer of assets, liabilities, and contracts is managed smoothly to maintain corporate continuity.

Conclusion

Re-domiciling your company to Gibraltar offers a range of benefits, including a favourable tax regime, a stable legal environment, and access to global markets. However, the process requires careful planning and attention to legal and regulatory details to ensure a successful transition.

By working with experienced professionals from Octopus, businesses can navigate the complexities of re-domiciling to Gibraltar and ensure that they meet all legal obligations while taking full advantage of the benefits this jurisdiction has to offer.