Re-Domiciliation Of Companies In Gibraltar
Territories From Which Companies May Be Re-Domiciled To Gibraltar
At present the only states from which a Company may be Re-Domiciled in Gibraltar are those appearing below:
- Members of the European Economic Area
- British Crown Colonies/Dependent Territories
- Members of the British Commonwealth
However, the trend has been for an increasing number of countries worldwide to introduce procedures for the Re-Domiciliation based on reciprocity. As a result, not all of the territories falling into the categories listed above will, in practice, accept the Re-Domiciliation of their companies to Gibraltar without there being a reciprocal measure entered on the Gibraltar legislation.
At present, therefore, every application for Re-Domiciliation by a Company to Gibraltar has to be assessed on a case by case basis until such time as the proposed amendments to the Gibraltar legislation have been formally embraced. Examples of such territories requiring reciprocity are the following:
- Some EU countries
- British South Atlantic Overseas Territories
- An original Special Resolution signed by all the members of the Company seeking Re-Domiciliation, stating the wish that their company become Re-Domiciled in Gibraltar.
- The original Certificate of Incorporation of the Company as well as the original Certificate stating the change of name of the Company (if applicable).
- A copy of the Memorandum & Articles of Association of the Company.
- A Certificate of Good Standing in respect of the Company issued by the Registrar in its country of incorporation.
- Evidence that no proceedings for insolvency have been commenced against the Company in its country of incorporation (e.g. as confirmed by the Certificate of Good Standing).
- A copy of the Company’s last Annual Return as filed with the Registry in its country of incorporation (if applicable).
- The name of the company seeking Re-Domiciliation in Gibraltar must be available on the Gibraltar Companies Register, and must comply with the conditions governing “controlled words” in the title of companies seeking registration on the Gibraltar Companies Register.
- If by a date six months after the date of the Company’s Re-Domiciliation, it has not satisfied the Gibraltar Registrar that it has ceased to be registered in its country of incorporation, the Gibraltar Registrar shall move to strike the company off the Gibraltar Companies Register.
FORM-A-CO (GIBRALTAR) LIMITED will apply to following costs for the Re-Domiciliation of a Company to Gibraltar (Inclusive of Gibraltar Companies Registry fees) – GBP £800.
FORM-A-CO (GIBRALTAR) LIMITED will also apply a minimum First Year’s Domiciliation charge of GBP £500 which will become due and payable at the same time as the Re-Domiciliation fee.
This amounts to a total cost of GBP £1300 for the Re-Domiciliation of a Company to Gibraltar inclusive of FORM-A-CO’s First Year’s Domiciliation charge to include the filing of the Company’s first Annual Return in Gibraltar.