Terms and Conditions

These Terms & Conditions govern the provision of services by Gibraltar Corporate Partners (“GCP”, “we”, “us” or “our”) and apply to all clients who engage our services. By instructing GCP, you confirm that you have read, understood and agreed to these terms.

Our Role

Gibraltar Corporate Partners specialises in the establishment and ongoing administration of Gibraltar companies. GCP acts as an intermediary and administrative coordinator, working alongside established Gibraltar-based professional service providers.

Our role includes coordinating the incorporation process, company administration, banking introductions and communication between clients and the relevant Gibraltar professionals.

Where an activity requires professional licensing or regulatory authorisation, including the provision of registered office, company secretary, statutory filing and regulated corporate services, that activity is undertaken by the appropriately authorised Gibraltar service provider.

GCP does not provide regulated tax, legal, financial or fiduciary advice and does not advise individuals on their personal tax liabilities in their country of residence.

Gibraltar Corporate Tax Position

Gibraltar operates a territorial system of corporate taxation. The Gibraltar tax treatment of a company is determined by Gibraltar law and the source of its income.

Where the income of a Gibraltar company falls outside the territorial scope of Gibraltar corporation tax, no Gibraltar corporation tax is payable on that income. The precise treatment depends upon the activities and circumstances of the individual company.

Gibraltar does not impose VAT, capital gains tax, inheritance tax or wealth tax at company level.

References made by GCP to Gibraltar taxation describe the statutory Gibraltar tax framework and should not be interpreted as representations concerning the tax treatment of the company, its directors or its shareholders in another jurisdiction.

UK Directors, Shareholders and Corporate Residence

The residence of a director or shareholder does not, by itself, determine the tax residence of a Gibraltar company.

For companies incorporated outside the UK, HMRC determines UK corporate residence principally by reference to where the company's central management and control is actually exercised. This is a factual test concerned with the highest level of management and control and is distinct from the personal residence of individual directors or shareholders and from the location of ordinary day-to-day commercial activity.

Accordingly, the presence of a UK-resident director or shareholder does not automatically make a Gibraltar company UK tax resident or liable to UK Corporation Tax.

Where central management and control is in fact exercised from the UK, UK corporate residence and Corporation Tax obligations can arise. Similarly, a company which remains non-UK resident can have UK tax obligations where its activities create a UK taxable presence or otherwise fall within the scope of UK taxation.

These matters are determined by the actual ownership, management, control and activities of each company under the applicable legislation.

Controlled Foreign Company Rules

UK Controlled Foreign Company legislation is separate from the rules determining corporate residence.

The CFC regime concerns non-UK resident companies controlled by UK resident persons and contains its own statutory tests concerning control, interests and chargeable profits. The existence of a UK-resident director or shareholder should not therefore be interpreted as meaning that a Gibraltar company automatically becomes liable to UK Corporation Tax under the CFC rules.

GCP does not provide individual CFC assessments or regulated UK tax advice. Our position is simply that UK corporate residence, CFC legislation and an individual's personal tax position are separate matters and should not be treated as interchangeable.

Companies Operating Across Borders

A Gibraltar company is a separate legal entity established under Gibraltar law and can conduct business internationally, subject to the laws and regulatory requirements applicable to its activities.

Companies with directors, shareholders, customers or commercial activities in other jurisdictions can acquire reporting, taxation or regulatory obligations in those jurisdictions. These obligations do not alter the legality or validity of establishing and operating a Gibraltar company.

Gibraltar provides an established English-law-based corporate environment, commercial privacy, no VAT and a territorial corporate tax system, making it an attractive jurisdiction for businesses operating across borders.

Client Responsibilities

Clients are responsible for ensuring that all information supplied to GCP and our professional counterparts is complete, accurate and current.

Clients must provide all due diligence and Know Your Customer documentation required under applicable legal and regulatory requirements and promptly advise us of material changes to their circumstances, ownership, activities or company structure.

Clients are also responsible for providing complete and accurate information concerning all proposed directors, shareholders, beneficial owners and other relevant connected parties.

Any previous or current matter which could reasonably be relevant to a regulatory, compliance, AML/CFT, integrity or reputational assessment must be disclosed at the outset. This includes criminal convictions or proceedings, director disqualification, regulatory or enforcement action, allegations of fraud, dishonesty, financial crime, smuggling, money laundering or other serious misconduct, and material adverse publicity or media coverage.

Directors remain responsible for the operation of their company and for compliance with laws, taxation and reporting requirements applicable in the jurisdictions in which the company operates or has obligations.

Clients remain free to obtain independent regulated tax or legal advice concerning their own circumstances whenever they consider it appropriate.

Independent Compliance Screening and Adverse Information

GCP and the Gibraltar corporate service providers with whom we work undertake independent screening, verification and risk assessment of prospective clients, directors, shareholders, beneficial owners and other relevant connected parties.

Neither GCP nor the relevant Gibraltar corporate service provider relies solely upon information supplied by the applicant or screening undertaken by a third-party onboarding, identification or verification platform.

Independent screening can include identity verification, due diligence, AML/CFT checks, sanctions and regulatory screening, director-disqualification checks, adverse-media searches and such other enquiries as are considered appropriate to the particular application.

Where information identified through independent screening, due diligence, adverse-media searches or other compliance procedures was not previously disclosed, GCP and/or the relevant Gibraltar corporate service provider reserve the right to decline the application, cease the incorporation process, refuse to establish the company, or withdraw or terminate services.

This applies whether the relevant matter is current or historical and whether or not it resulted in conviction, prosecution or other formal action.

The cumulative nature of information identified can also be taken into consideration. A Gibraltar corporate service provider is not required to accept or continue a relationship which it determines falls outside its regulatory, compliance, AML/CFT, integrity or reputational risk appetite.

Any decision by the relevant Gibraltar corporate service provider to decline an application or discontinue its services following its compliance and risk assessment is a matter for that provider and is outside GCP's control.

Fees and Renewals

All fees are payable in advance unless expressly agreed otherwise in writing.

Fees become non-refundable once compliance, due diligence, onboarding, incorporation, filing or administrative work has commenced or costs have been incurred or committed to a third-party provider.

This includes circumstances in which an application is subsequently declined, incorporation cannot proceed or services are withdrawn following the discovery of adverse information, undisclosed historical matters, incomplete or misleading information, or any compliance, AML/CFT, integrity or reputational concern relating to a director, shareholder, beneficial owner or connected party.

In such circumstances, the subsequent refusal of an application or withdrawal of services does not create an entitlement to a refund, reimbursement, compensation or other financial redress in respect of fees already paid, incurred, committed or applied towards the engagement.

Annual administration and renewal fees must be paid when due to ensure that the company remains in good standing and that registered office, company secretary, annual return and other continuing administrative requirements are maintained.

Failure to settle renewal or other fees when due can result in services being suspended or terminated and can ultimately result in penalties or action being taken against the company by the relevant authorities.

Compliance

GCP and the Gibraltar professionals with whom we work operate within applicable due diligence, anti-money laundering, counter-terrorist financing and regulatory requirements.

We reserve the right to decline an application or suspend or terminate an engagement where required information is not provided, compliance requirements are not satisfied, information supplied proves to be inaccurate or incomplete, material information has not been disclosed, or continuing the engagement could expose GCP or our professional counterparts to regulatory, legal, compliance, integrity or reputational risk.

Acceptance of an application, incorporation of a company and acceptance by a bank, payment provider or other third party remain subject to the requirements and decisions of the relevant organisations.

An application being accepted initially or progressing through an onboarding process does not prevent GCP or a Gibraltar corporate service provider from subsequently declining the application or terminating the relationship where further information becomes available.

Confidentiality and Information

Client information is treated as confidential and handled with appropriate safeguards.

Information can be disclosed where required by law, court order, regulatory obligation, statutory reporting requirement or legitimate due diligence process, or where disclosure is necessary for GCP and the professional providers involved to establish and administer the company.

Gibraltar is a regulated and internationally cooperative jurisdiction. Establishing a Gibraltar company should never be regarded as a means of concealing ownership, income or activities from a tax or regulatory authority legally entitled to that information.

Third-Party Services

GCP coordinates services involving independent Gibraltar professionals, corporate service providers, banks, payment providers and other third parties.

Decisions made by those organisations, including compliance acceptance, continued acceptance of a client relationship, banking approval and regulatory determinations, remain outside GCP's control.

GCP cannot require an independent Gibraltar corporate service provider, bank, payment provider or other regulated organisation to accept an applicant or continue providing services where that organisation determines that the relationship falls outside its compliance requirements or risk appetite.

To the fullest extent permitted by law, GCP accepts no liability for loss, damage, penalties, tax exposure or costs resulting from inaccurate or incomplete information supplied by a client, failure to disclose material information, decisions taken by a client, actions or omissions of independent third parties, compliance or risk decisions made by professional providers, or the application or subsequent change of laws or regulations in any jurisdiction.

Termination

Either party may terminate the engagement by written notice.

GCP and/or the relevant Gibraltar corporate service provider also reserve the right to terminate or withdraw from an engagement where information subsequently identified gives rise to regulatory, AML/CFT, compliance, integrity, legal or reputational concerns, including matters which existed before the engagement but were not disclosed during the application or onboarding process.

Termination does not affect fees already paid, accrued, incurred or committed to third-party services. Such fees remain non-refundable where compliance, due diligence, incorporation, filing, administration or other work has commenced.

Where a company has already been incorporated and the Gibraltar corporate service provider subsequently determines that it is unable or unwilling to continue acting, responsibility for appointing an alternative registered office, company secretary or corporate service provider and maintaining the company in good standing rests with the company and its directors.

The withdrawal or termination of services by a Gibraltar corporate service provider does not create an obligation upon GCP to procure a replacement provider.

Gibraltar Companies

Companies established through GCP are incorporated in Gibraltar and supported by a Gibraltar registered office and Gibraltar-based company secretary, with statutory filings and continuing corporate administration undertaken locally through established professional providers.

A Gibraltar company remains a Gibraltar-incorporated legal entity irrespective of the residence of its directors or shareholders. Its tax treatment in Gibraltar and any other jurisdiction is determined separately under the applicable legislation and the company's actual circumstances.

GCP's role is to establish and administer the Gibraltar company properly and maintain the corporate infrastructure required in Gibraltar. We do not manufacture artificial management arrangements, provide nominee directors or make representations concerning an individual's personal tax residence.

The decision to establish a business in Gibraltar is a legitimate commercial choice. Gibraltar offers a long-established corporate framework, territorial taxation, commercial privacy, an English-law-based legal system and a business environment designed for companies operating beyond the confines of a single domestic market.