Doing Business In: Gibraltar
HassansView firm profile
Gibraltar combines strong economic growth and a favourable tax regime with a warm, Mediterranean climate and vibrant lifestyle. It enjoys a solid global reputation for stability and efficiency with robust infrastructure and prudent regulation. Gibraltar’s small size and close-knit community delivers considerable speed to market with easy accessibility to key decision makers in the jurisdiction. For these reasons, and many more, Gibraltar hosts several major corporations spanning a wide variety of industries from insurance to gaming, property to crypto, and is the jurisdiction of choice for international businesses looking to establish a strategic European presence.
Gibraltar is a British overseas territory located on the southern tip of Spain with a population of 33,573. The tiny peninsula, a mere 6.8 km2 (4.2 square miles) in area, separates the entrance of the Mediterranean Sea from the Atlantic Ocean. Gibraltar shares a single land border with Spain, with Morocco situated 14.3 kilometres (8.9 miles) away, across the Straits of Gibraltar. Its most prominent feature is the Rock of Gibraltar, a towering monolith of limestone some 426 m (1,398 ft) in height.
Throughout its often-turbulent history, Gibraltar’s strategic importance, economic status and prosperity has rarely wavered. Today it boasts a broad portfolio of industries including finance, insurance, shipping and gaming. Thanks to an average of 300 days of sunshine per year, Gibraltar also benefits from high levels of tourism.
Gibraltar has been a British territory for over 300 years. Therefore it employs a legal system closely based on English Common Law and uses the Gibraltar Pound as currency, though shares the CET timezone (UTC+1) and, as with the rest of mainland Europe, traffic drives on the right.
Under Article 227 of the Treaty of Rome, Gibraltar is a member of the European Union, having gained membership automatically when the United Kingdom joined in 1973.
Gibraltar’s status as a British Overseas Territory lends it several key advantages over other offshore jurisdictions. It has its own autonomous parliament and has competence to pass its own laws. Gibraltar belongs to the European Free Trade Association (EFTA), or Single Market, but not the Customs Union or Schengen Area.
This means that, while Gibraltar-based companies are currently able to sell and provide their services to other Single Market countries, in a process known as “passporting”, imports and exports are still subject to local customs controls and excises.
Gibraltar is exempt from EU legislation on VAT and enjoys full autonomy on all tax issues. Generally speaking, however, Gibraltar’s swift legislative turnaround means the jurisdiction is fully up to date with EU laws and directives, where applicable, such as the General Data Protection Regulation (GDPR), and will continue to maintain this harmonisation for the foreseeable future.
In 2016 a full 84% of the electorate (compared to the British average of 72.2%) turned out to vote on June 24th, with 95.91% (the highest majority in all of Britain) voting to remain within the EU. The results mirrored the sovereignty referendums of 2002 and 1967 when 98.48% and 99.64% of voters respectively elected to remain British.
Both of these results speak volumes about Gibraltar and its people; who view themselves as distinctly British, but ultimately European. The Gibraltarian lifestyle is a unique hybrid experience where British influences are paired with Mediterranean flair, alongside additional North African and Asian infusions.
Gibraltar’s fascinating culture and history and stunning landscape, combined with its sunny climate, makes it a popular tourist destination, with over ten million visitors arriving in 2016 alone, resulting in a total revenue of £211.9 million.
In addition to Gibraltar’s bars, restaurants and casinos, visitors can also enjoy VAT-free shopping while soaking in the unique atmosphere. Not surprisingly, the iconic Rock is one of Gibraltar’s most popular destinations, with tourists being particularly fond of its most famous residents, the Barbary macaque apes.
Gibraltar permits foreign shareholders, welcomes foreign investment and does not restrict capital imports or foreign earnings such as interest, royalty payments or other similar earnings. There are, however, restrictions on specific industries which require special licensing. (See chapter on Setting up a business in Gibraltar.)
While Brexit continues to dominate the headlines, the mood in Gibraltar remains one of cautious optimism. Nominal GDP annual growth from 2016 to 2017 was at 8.9%, with annual inflation at 2.6%. Job growth was at 3.6%, with average annual earnings of £28,752, higher than the UK average of £27,600.
Gibraltar’s financial industry is regulated by the Gibraltar Financial Services Commission (“GFSC”) which operates in concord with key overseas agencies including the OECD, IMF and FATF.
Reputation, regulation and credibility are at the forefront of Gibraltar’s priorities. The jurisdiction continually updates its financial regulation, supervisory legislation and anti-money laundering legislation to comply with UK standards, the most stringent standards in Europe.
ECONOMY OF GIBRALTAR
Gibraltar’s economy is almost entirely service-based. It enjoys an unemployment rate of 1% with the labour market bolstered by a combination of native and expatriate commuters arriving daily from Spain.
Gibraltar weathered the financial crisis with barely a blemish and enjoyed steady growth, year on year, with a GDP of £1.9 billion from 2016 and 2017. Gibraltar’s GDP per capita during the same period was £56,612.
Gibraltar’s official currency, the Gibraltar Pound, is minted in Gibraltar and shares parity with the British Pound – both currencies are legal tender in Gibraltar.
Although Gibraltar has its own autonomous Parliament, legal practitioners must first gain their qualifications from the United Kingdom. In Gibraltar, however, the distinction between the duties of barristers and solicitors, is less rigid.
Under the Supreme Court (Amendment) Act 2015, those who have been called to the Bar in England and Wales must then gain an additional certificate in Gibraltar law from the University of Gibraltar.
SETTING UP A BUSINESS IN GIBRALTAR
Before setting up a company in Gibraltar one must, for tax considerations, first consider whether or not income will be derived inside Gibraltar.
The nature of the business will also determine whether additional licensing is required, such as licences for regulated industries (e.g. finance, gaming), specific trade licences (e.g. for construction and allied trades, real estate) and/or special manufacturing and importation licences.
TYPES OF ENTITIES IN GIBRALTAR
- Limited Liability Partnership
- Protected Cell Company
A business comprised of two or more parties, who share the operation of the business, as well as the seed capital, running costs and risks of the business.
Limited Liability Partnership (LLP)
Similar to above but for one very important distinction; each partner in an LLP is insulated from liability which may result through the actions, or inactions, of any of other partners.
Companies are fully distinct legal entities which enjoy the benefits of limited liability. There are two main types, Public Limited Companies (PLC), whereby shares are available to the public, and Private Companies (Ltd), which are limited by shares or guarantees. There is no restriction on the maximum number of shareholders that Gibraltar registered private or public companies may have.
A director of a Gibraltar company is not required to be resident in Gibraltar, though residence substantiates management and control of the Gibraltar company, which is a basis upon which tax residency is determined in Gibraltar and many other jurisdictions.
Gibraltar companies may also undertake court-sanctioned cross-border mergers, schemes of arrangement, amalgamations and reconstructions.
Protected Cell Company (PCC)
Under the Protected Cell Companies Act 2001, a new form of company was introduced in Gibraltar, the PCC. PCCs allow specific assets and liabilities to be cordoned off into specific cells, which operate as part of the same core company, but are also distinct and separate from each other cell.
This type of company structure is particularly beneficial for finance and insurance companies, who may, for example, utilise different cells for different investment schemes or different insurance policies with varying degrees of risk.
In order to do so they must first become sanctioned to do so by the GFSC and pay them an annual fee of £3,000 (plus an additional £1,000 for each cell).
A trust can be set up for the purposes of asset protection, for the transfer of assets, ownership of property or for estate planning purposes.
No tax is payable on a Gibraltar trust, provided the trust does not earn income locally and/or the Beneficiary is not a Gibraltar resident. Trustees, however, can be resident in Gibraltar.
Asset Protection Trusts are particularly popular, since they offer various key benefits, including shielding a settlor’s strategic assets against future claims by creditors. These types of trusts require more disclosure, however, including registration with the GFSC and the Registrar of Dispositions.
The Private Foundations Act 2017 came into force in April 2017 allowing for the establishment of foundations in Gibraltar. The primary characteristic of a Foundation is that it exists and operates as a separate legal personality, with the ability to hold and manage property in its own name.
A foundation is established by a Founder, who then provides a permanently binding transfer of an asset, or assets, to the foundation.
A Foundation Charter and Foundation Rules are then written up detailing every aspect of the funds purpose, duties, operation and beneficiaries. A copy of the Charter must also be then supplied to Companies House, who keep a record of all foundations in Gibraltar, in order to complete the foundation’s registration process.
Foundations operate much like a company; they must keep detailed accounts and supply financial statements to Companies House. The 10% tax rate also applies to any income derived from inside Gibraltar. Similarly, any Beneficiaries who are resident in Gibraltar will also be taxed on income or assets received through the foundation.
As with a trust, a foundation can be used to protect assets and property, for example for estate planning purposes to safeguard assets against future financial uncertainty. Unlike a trust, a foundation has legal personality and can hold assets as legal and beneficial owner.
Gibraltar has become a prime jurisdiction for funds in recent years, with legislation allowing for a range of options including Private Funds and Experienced Investor Funds.
Private funds are funds offered to a restricted class of up to 50 investors. They are exempt from any licensing requirements, and must remain private for a year from the date of offer.
An Experienced Investor Fund (“EIF”) is a regulated collective investment scheme exclusively for investment by experienced investors and is established under the EIF Regulations 2012, and registered with the GFSC. Gibraltar’s EIF regime was introduced in 2005, and its popularity has helped boost the growth of Gibraltar’s fund industry.
An EIF can be established as a Gibraltar limited company, a Gibraltar unit trust, a Gibraltar limited partnership, a Gibraltar protected cell company or any other form recognised in Gibraltar (which may include foreign structures where the management and control is in Gibraltar) and which is approved by the GFSC.
Recent developments in Gibraltar’s crypto industry, meanwhile, have prompted recommendations by the Gibraltar Funds and Investment Association (GFIA), that crypto funds be managed as EIF’s.
TAX IN GIBRALTAR
Gibraltar currently has 27 Tax Information Exchange Agreements and enjoys full OECD, IMF and FATF “white list” status. Gibraltar has also entered into arrangements with the US in respect of FATCA and with a separate Intergovernmental Agreement in respect of the automatic exchange of tax information with the United Kingdom. Gibraltar is also fully compliant with the information disclosure obligations contained in the Mutual Assistance Directive applicable to all EU Member States.
Individuals based in Gibraltar pay tax on income earned from between July 1st of one year, to June 30th the following year. Gibraltar operates a PAYE system similar to the UK and therefore the onus is on employers to deduct accurate and appropriate tax and social insurance payments from their employees.
Gibraltar enjoys a corporate tax rate of just 10% on profits that accrue or derive in Gibraltar. (The exception being a specific sector of utility companies, who instead pay 20%.) A company is considered resident if its administration and operation is controlled from inside Gibraltar.
Individuals and companies pay income tax on local earnings, but not on any foreign income. Therefore a company that is resident in Gibraltar, but derives all profits from outside the jurisdiction, will not be liable to pay tax on this income.
Inheritance Tax & Estate Duty
Gibraltar does not have inheritance tax or estate duty.
Gibraltar does not have wealth tax.
Double Tax Treaties
Gibraltar does not have any double tax treaties.
Capital Gains Tax
Gibraltar does not have capital gains tax. However, in deciding whether an activity is a trade or a capital gain the Commissioner will refer to predominantly UK case law and look to the level of professional organization applied to an activity in order to determine whether such activity amounts to a trade or a capital gain.
There is no stamp duty payable on the transfer of shares in a Gibraltar company, unless that Gibraltar company owns real property situated in Gibraltar.
Stamp duty is only payable in respect of the transfer of real property situated in Gibraltar and, in respect of the creation and increase of share capital. Stamp duty in respect of the latter is fixed at £10 regardless of the amount of share capital created or increased. This provides great flexibility in creating large authorised and issued share capital structures for Gibraltar registered entities.
Income tax is not charged on dividends received by a company. Dividends are taxable in the hands of individuals who are ordinarily resident in Gibraltar unless the dividend arises from companies quoted on a recognised stock exchange, in which case this is not taxable.
There is no withholding tax on dividends, royalties or interest in Gibraltar.
Loan interest is only taxable at the rate of 10% to the extent that it is received or receivable by a Gibraltar registered company from another company and exceeds £100,000 per annum or, constitutes a trading receipt.
Interest income paid by banks, building societies, or other financial services institutions is exempt from income tax in Gibraltar.
Online Gaming Tax
Online Gaming operators (e.g. online casinos and bookmakers) based in Gibraltar are also liable to a 1% tax on income up to a maximum of £425,000.
HIGH NET WORTH INDIVIDUALS
Gibraltar affords special status, known as Category 2 status, to individuals whose net worth exceeds £2,000,000. Only the first £80,000 of their assessable income is taxable in Gibraltar subject to a minimum tax payable of £22,000 and a maximum of £29,800.
This status is based on strict criteria; Category 2 individuals cannot ordinarily engage in a trade, business or employment in Gibraltar. Such individuals must have a minimum net worth of £2 million and must purchase a qualifying residential property in Gibraltar.
There is, however, no requirement for Category 2 individuals to spend any minimum amount of time residing in Gibraltar, though they are still issued a Gibraltar residency card.
Gibraltar’s banking industry is extremely business-friendly and enjoys a positive reputation globally. Part of maintaining this reputation involves compliance with international laws, including anti-money laundering legislation. Gibraltar therefore banks perform rigorous due diligence and KYC (Know Your Customer) checks, which can be lengthy at times.
As this can be an extensive process it is advisable to arrange a meeting sooner, rather than later, in order to get the proverbial wheels in motion.
Gibraltar’s forward-thinking approach to crypto has been mirrored by its banking industry; at the time of writing both Turicum Private Bank and Gibraltar International Bank have announced their readiness to provide banking services to crypto businesses and individuals. It is expected that more banks will soon follow suit.
Gibraltar boasts an extremely efficient and modern telecommunications network, with multiple private operators offering high speed connectivity, including fixed fibre broadband and 3G and 4G mobile connectivity. Gibraltar’s country code is +350 and its domain extension is .gi.
In contrast with other British territories, Gibraltar drives on the right. It encapsulates approximately 29 kilometres (18 miles) of roads, including tunnels which go through the Rock itself. Its main thoroughfare is named Winston Churchill Avenue and connects Gibraltar with Spain.
Gibraltar has its own international airport (GIB) with regular UK commercial flights to London, Manchester and Bristol, plus additional flights to Casablanca via Tangier with Royal Air Maroc. The airport also caters to charter/private flights, as well as cargo planes and military aviation.
|Airport||Distance to Gibraltar||Estimated drive time|
|Malaga (AGP)||128.5 km / 79.8 miles||1 h 35 min|
|Seville (SVQ)||202.4 km /125.7 miles||2 h 9 min|
|Jerez (XRY)||119.7 km / 74.3 miles||1 h 20 min|
[Source: Google Maps]
The Port of Gibraltar, meanwhile, caters for a wide variety of vessels including cruise liners, cargo ships and British naval craft.
Visitors can choose from a range of quality hotels with large conferencing facilities, including the Sunborn, a five star “yacht hotel”, built from a decommissioned luxury cruise liner located in Gibraltar’s lively Ocean Village district.
Gibraltar is well equipped to host its roster of high-profile conferences, festivals and events, including the Gibraltar International FinTech Forum (GibFin) and the KPMG eSummit. Gibraltar’s Victoria Stadium, meanwhile, has a capacity of 2,000 and hosts regular sporting and entertainment events, including MTV’s “Gibraltar Calling” Music Festival.
A short distance from the stadium is Gibraltar’s World Trade Center, which officially opened on 15th February 2017. This state-of-the-art complex, overlooking the Straits of Gibraltar, combines innovative design with rapid connectivity and hosts some of the world’s most successful companies including Apple, Vodafone and Royal Dutch Shell.
In 2015 the Gibraltar Stock Exchange began trading and the University of Gibraltar had its official opening.
Gibraltar’s economy is predominantly service-based with the majority of industrial activity engaged in shipping or allied industries. The limited space and unique geography of Gibraltar means little to no agricultural activity or heavy manufacturing, therefore it imports the bulk of its produce, as well as machinery and equipment, from abroad.
Tourism and retail are two significant contributors to Gibraltar’s economy, particularly where both areas intersect, with a steady stream of tourists year-round shopping for VAT-free bargains on jewellery, electronics, fashion and cosmetics.
The industries listed below represent key sectors of Gibraltar’s economy. Shipping, finance and insurance, property, and gaming represent the traditional “bread and butter” industries, while fintech is where the jurisdiction expects to see considerable growth well into the future.
Gibraltar’s position as a nexus point of global trade dates back to classical times. The Rock itself was known to ancient mariners as one of the “Pillars of Hercules”, the other being Jebel Musa mountain in Morocco.
Today an estimated 60,000 vessels travel through the Straits of Gibraltar each year, according to statistics from the Gibraltar Port Authority. The Port of Gibraltar is the largest bunkering port in the entire Mediterranean Sea.
Gibraltar serves a wide range of ancillary maritime industries including ship repair and conversion, and leads on ship arrests, thanks to an efficient set of maritime laws based on English Admiralty law.
Gibraltar is also a popular jurisdiction for ship registration. Ships registered in Gibraltar are designated as British, and therefore fly a local variant of the Red Ensign flag. They are also subject to an annual tonnage tax.
FINANCE & INSURANCE
Gibraltar’s business-friendly environment, prudent regulation and unblemished global standing has proven particularly inviting to the finance and insurance industry. As a result the jurisdiction hosts some of the most prominent industry names including PwC, Deloitte, KPMG, Lloyds, Barclays and Royal Bank of Scotland.
UK-facing companies comprise the bulk of these; one interesting statistic to note is that one in five UK cars are insured with Gibraltar-based companies.
Finance and insurance companies are regulated by the GFSC; to operate in Gibraltar companies (and indeed certain individuals) must be registered with the GFSC and possess a relevant licence.
Banks and investment firms must also submit to an Independent Capital Adequacy Assessment Process (ICAAP) review and acquiesce to the FSC’s ruling on capital.
Property in Gibraltar, both residential and commercial, has always been in high demand and therefore represents a very smart investment. A regular stream of foreign capital, strong economic growth and the steady influx of people that entails, equals rising property values and rapid sale times. Plus, since Gibraltar law is based on English Common Law, red tape is at a bare minimum – especially when compared with the bureaucratic nightmares for which other Mediterranean countries are notorious.
The sale or transfer (except between spouses) of property within Gibraltar is subject to stamp duty; the amount is variable and is based on the value of the property and sale price.
Gibraltar has been instrumental in the growth of online gaming and is a key jurisdiction serving the industry. Under the Gambling Act 2005, all gaming operators in Gibraltar require a special gaming licence. Thanks to Gibraltar’s sterling reputation, Gibraltar gaming licences are highly coveted and only ever granted to top tier operators.
The list of Gibraltar-based gaming companies includes 888, bet365, William Hill, Betfair, bwin, Gala Coral and Ladbrokes. Additionally, Gibraltar also plays host to numerous gaming software providers including Playtech, Microgaming and IGT.
Gaming operators are regulated by the Gibraltar Gambling Commissioner with strict guidelines on advertising, data protection, accountancy and payments. There is also a strong regulatory emphasis on responsible gambling and anti money laundering legislation.
On January 1st, 2018, Gibraltar made headlines globally when it introduced its ground-breaking Distributed Ledger Technology (DLT) Regulations. These regulations, based on a set of nine key principles, strike the perfect balance between regulatory caution and the need for flexibility so as not to stifle innovation in such a rapidly-advancing field.
In March 2018, the government released its Token Regulation Policy Document with clear definitions on token types and their utility, and the myriad responsibilities of token issuance.
The move was welcomed by investors, widely applauded by others within the crypto community and resulted in a surge of licence applications to the Gibraltar government. As with Gibraltar’s gaming industry, however, only the most trusted, top-tier applicants will be granted a coveted operating licence.
CURRENT OPPORTUNITIES & FUTURE PROSPECTS
A solid global reputation, strong regulation, competitive taxation, world class infrastructure, consistent economic growth and an efficient, stable and business friendly government – just some of the reasons why Gibraltar continues to attract global investors and entrepreneurs looking to establish a competitive business presence.
While all indicators point to yet another year of strong economic growth, one cannot mention Gibraltar’s future prospects without first addressing the proverbial elephant in the room.
The 95.9% of Gibraltarian voters who rejected Brexit understood all too well the potential existential threat that it posed. Though it’s fair to say that the challenges of Brexit are not specific to Gibraltar, but rather impact all of Europe, and, indeed global trade as a whole.
Brexit also adds an additional dimension to the perennial issue of relations with Spain, whose government continues to claim sovereignty over the territory. More recently, however, Madrid’s tone has been more conciliatory, showing a willingness to cooperate on shared threats to prosperity.
Indeed there is a strong case for cooperation; a total of 11,069 frontier workers commute back and forth over the border, according to statistics from the Gibraltar government. Gibraltar has a small population, and therefore needs to import labour. Spain, by contrast has a much higher unemployment rate and Andalucía, which borders Gibraltar, is its worst affected region.
Cross-border discussions are also underway to find a mutually beneficial solution that safeguards jobs in the insurance industry. The proposal, which featured in Bloomberg, would see Gibraltar-based insurers opening offices in the neighbouring La Linea De La Concepcion, which would, in turn, provide additional employment and investment to the Spanish border town. Similar discussions are underway concerning Gibraltar and Malta-based insurers to find a mutually beneficial solution to the issue of passporting services post-Brexit.
The British government, meanwhile, has given assurances that the free trade relationship between Gibraltar and the UK will not change. As a member of the Commonwealth of Nations, Gibraltar also belongs to a close, international community which, in 2016, saw intra-member trade worth $560 billion.
Whatever the outcome, Gibraltar has a proven track record of maintaining stability in the face of crises spanning millennia. It has endured fourteen sieges, Barbary pirate raids, Napoleonic wars, Axis aggression and a 16 year border blockade by the Franco regime.
Brexit fears have not slowed foreign investment, which grew in 2017 and Gibraltar’s impressive advances in the blockchain sector continues to make headlines and has resulted in a massive surge in interest in the jurisdiction.
If all their combined conversations could be summed up in one word, that would be “opportunity”.
GIBRALTAR – NOT JUST FOR BUSINESS, IT’S A WAY OF LIFE
Of course there is so much more to Gibraltar than just business opportunities and low taxes.
Whether entertaining clients, or just looking to relax after a long day, Gibraltar offers plenty of entertainment and diversion, including pubs, bars, clubs and casinos, and plenty of fine dining.
Gibraltar is also the perfect place to raise a family, it’s safe, friendly and immaculate with plenty to entertain the little ones too. Gibraltar’s high quality schools have curriculums based on those in Britain, though interestingly, secondary school grades are consistently higher than the UK average. This can be attributed to the low student-to-teacher ratios in Gibraltar classrooms and the overall standard of schools in the country. Gibraltar also has its own University of Gibraltar, which opened in 2015.
KEY BENEFITS OF GIBRALTAR
- Stable, business-friendly and non-bureaucratic government with legal system based on English Common Law and Pound Sterling as currency.
- Highly attractive tax regime with a 10% corporate tax rate, no inheritance, wealth, capital gains or withholding taxes and stamp duty levied only on Gibraltar-based property sales.
- Consistent economic growth, scores high across key indicators with GDP per capital of £56,612 and an unemployment rate of just 1%.
- Solid global reputation, strong regulation and full compliance with key European and international treaties.
- Modern, dependable infrastructure built to British standards plus high speed mobile and fibre connectivity. Airport, port and marina facilities.
- Home to some of the world’s biggest brands, market leader in insurance, finance and online gaming, blockchain/crypto industry frontrunner.
- English speaking country with a Mediterranean climate and lifestyle, a vibrant culture and community and thriving property market plus ease of residency and added tax incentives for High Net Worth Individuals.
LOOKING TO DO BUSINESS IN GIBRALTAR?
Hassans, the biggest law firm in Gibraltar and trusted since 1939, is a Legal 500 EMEA Top Tier Firm with a broad range of expertise including corporate & commercial law, M&A, litigation, property law, trust and company management, tax law and fintech. To talk to us, please contact us here.