Pandemic related lock-down restrictions and the acceleration of digitalisation have arguably catalysed a challenging of the manner (and from where) some work functions are discharged, particularly in certain industries that may not require to be location-centric. As a result, some businesses and individuals have taken the opportunity to re-evaluate their working practices and arrangements, including exploring alternative ways of (and locations for) working.
It is possible for a foreign company to carry on business in or from Gibraltar, requiring respective registration under Part XII (registration of a Place of Business) or Part XIV (registration of a Branch) of our Companies Act.
Part XII registrations apply to overseas companies establishing a place of business in Gibraltar (generally where there is a physical indication that the company can be contacted there or if it otherwise habitually conducts business from a location in Gibraltar even where there is no such sign) and is usually pursued by an overseas company that cannot register as a branch in Gibraltar (because it is incorporated in the United Kingdom, it is not a limited company and/or its activities are insufficient to characterise it as a branch).
Part XIV registrations of a branch generally involve a more material representation of the foreign company in Gibraltar, with the ability to carry out business with a greater level of independence from the foreign company it represents in or from Gibraltar.
In both instances the registrations in Gibraltar are required within 1 month of establishment by the filing of corresponding application forms and furnishing of ancillary documentation (summarily being English language versions [or certified translations] of constitutional documents, various particulars re directors, current members, any existing mortgages or charges [or director’s letter confirming the absence of the same], a recent Certificate of Good Standing in relation to the foreign company and certain details of one or more Gibraltar resident person[s] for notice and service of process purposes).
In terms of continuing obligations, various alterations to the particulars/documentation submitted require to be updated on an ongoing, timely basis, and annual returns also require to be filed, with branches also attracting Gibraltar account-filing obligations (either within 1 month of filing in a home state, or within 13 months of the end of each financial period where there is no filing obligation in the home state).
The establishment of places of business or branches in Gibraltar can often also involve the relocation of personnel to the jurisdiction, which can in turn require attendance to additional business licensing, employment, civil registration, individual and corporate tax and other ancillary aspects, which our full-service firm are ideally placed to seamlessly assist with.
For more information, please contact one of the Corporate & Commercial team.
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