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There are many offshore jurisdictions and The Gambia is fast becoming one of the most popular offshore jurisdictions due to its tax efficient regulations, flexible corporate structures and accessibility to multiple banking jurisdictions. International Business Companies are Gambian registered companies that trade from a different jurisdiction and can be considered as Offshore.

The Gambia is not on the OECD or FATF blacklists and its accounts filing requirements make The Gambia IBC jurisdiction acceptable to many offshore and onshore banking institutions.

Incorporation Procedure

Incorporation takes 5 minutes and corporate documents are immediately available. Complete corporate document Apostille is also available within 5 minutes of incorporation. All documents and management functions are easily accessible online, 24/7/365.

Initially a name search will be conducted before the registration is submitted. We will let you know if your preferred name is not available and may offer some alternatives.

Limited Liability International Business Companies (IBCs) are incorporated as Private Limited Companies with a minimum of one director and one shareholder. Directors and shareholders may be an individual or a corporate entity. A director is eligible to act as a shareholder, as well. There are no nationality or residence restrictions for company directorship or shareholders.

It is not mandatory to appoint a Company Secretary. If appointed, a company secretary may be an individual or company. Also, there are no nationality or residence restrictions for company secretaries.

A registered agent must represent the business. The local agent interfaces with the Government or incorporation authority on behalf of the owners.

The company must maintain its registered office in The Gambia but may trade from any jurisdiction in the world. A registered postal address in the Gambia must be provided at the time of the incorporation. This same address is used as the contact address of the Registered Agent.

The company’s Certificate of Incorporation, Articles of Association and Memorandum of Association have to be submitted to the Companies Registry. No other documents are required for incorporation.

All details of the company are maintained on The Gambia registry confidentially, due to closed registry of shareholders, directors and assets. The incorporation authorities do not require any personal information to incorporate an International Business Company (IBC).

Since there are no ongoing compliance requirements for the Gambia IBCs, changes to the company details need not be reported to the Companies Registry, once the IBC has been incorporated.

Share Capital

There are no maximum or minimum limits or minimum limits for the authorised share capital. The share capital can be in any currency or in more than one currency.

There is no requirement for issued share capital for an IBC. An IBC may or may not issue shares at the discretion of the director. However, if the shares are issued, the amount must be paid in full. Shares can be issued for considerations other than cash, such as services, properties, shares of another company, etc.

The minimum issued capital may also be one share, with or without par value. Payment of minimum capital is not required. However, if paid, it can be one fully paid share. The IBC is also allowed to redeem its shares, which may either be cancelled or kept as treasury shares.

An IBC may have the following types of shares:

  • Registered shares
  • Shares of no par value
  • Preference shares
  • Bearer shares
  • Redeemable shares
  • Shares with or without voter rights

Annual requirements

The IBC is required to file abbreviated accounts annually and has the option to pre-pay any tax liability in advance at a reduced rate.

Preparation and disclosure of financial statements and company accounts is not a mandatory requirement for an IBC. An offshore company’s finances enjoy complete protection from financial scrutiny of any kind. There is also need to hire any auditing services. However, company directors are required to maintain accounts and records needed for their own use anywhere in the world.

Registry of Directors and officers need not be maintained by an IBC. If prepared, the registers may or may not be maintained at the registered address of the IBC in the Gambia, however the registers of the shareholders must be maintained at the registered address of the IBC in the Gambia.

Taxation

The Gambia Tax Resident companies are subject to 0% Tax on foreign income and exempt from withholding taxes. IBCs may enjoy complete exemption from all provisions of the Gambia Income Tax Act on all income derived from business outside the Gambia. Non-residents of Gambia are exempt from the income tax payable on dividends, interest, rent, royalties, compensations, as well as on other amounts which are paid to an individual by an IBC. There are no capital gains taxes, inheritance taxes and death duties to be paid by an IBC and its directors in the Gambia.

The Gambia currently has double taxation treaties with Great Britain, Sweden, Norway, Switzerland and Taiwan.

What’s Included

  • Registered Address and Agent
  • Government fees
  • Certificate of Incorporation
  • Memorandum & Articles of Association
  • Appointment of First Directors
  • Consent Actions of the Board of Directors
  • Share Certificates
  • Register of Directors and Members

Options

  • Services Office in The Gambia
  • Nominee Director
  • Nominee Shareholder
  • Audit Exemption Certificate
  • Bank Account opening
  • Company Seal*

* Delivery of the physical seal will be extra.

 

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