Gibraltar is the only UK overseas territory that is part of the EU under the Treaty of Rome. A change in Gibraltar's terms of membership would require an amendment to the Treaty of Accession of the UK. EU directives are implemented in Gibraltar by Gibraltar's legislature. When the UK joined the EEC, Article 28 of the Treaty of Accession excluded Gibraltar from the operations of Community law on the common agricultural policy and the application of VAT.
Gibraltar company law is to be found in the Companies Ordinance 1974, which is based on the UK companies Act 1929. This is modernised by the Companies (Amendment) No 2 Act 1992.
Company names must be checked before incorporation, and must end in the word “Limited”.
Share capital must have a nominal value, but may be in any currency. Bearer shares (in the form of warrants where authorised by the Articles) may be issued. Members may be of any nationality and may be individuals or corporations. A private company must have at least two members.
There must be a registered office in Gibraltar, where the Register of Members is kept. There must be at least one director who can be an individual or a corporation. Other officers may be appointed and it is necessary to appoint a company secretary. Each company must file an Annual Return of directors, registered shareholders and registered office.
The Gibraltar Companies (Accounts) Ordinance 1999 requires all Gibraltar companies to prepare and file on a public register, annual accounts for accounting periods beginning on or after 1 April 2000. A company considered to be “small” will be exempt from having its accounts audited and will be able to file abbreviated profit and loss account and balance sheet.
A company incorporated in Gibraltar, may apply for exemption from all local income tax. The company must be beneficially owned by non-Gibraltar residents and the income must arise from outside of Gibraltar, however the company can be managed from Gibraltar. To achieve and maintain exempt status the following additional conditions must be fulfilled:
Alternatively, a company may apply to the Tax Office for non-resident status. The company must be owned, controlled and managed outside of Gibraltar and must not trade or have any income arising in Gibraltar. A non-resident company should not have a bank account in Gibraltar.