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Gibraltar Company Restoration

We can restore your Gibraltar company after it has been struck-off the Gibraltar Register.

Striking off a Defunct Company under the Companies Act

Under the Companies Act, the Registrar has a discretionary power to strike off any Gibraltar Company from the Register and can strike off from the register any company that has not filed Annual Returns in the previous three years.

Reinstatement of Struck Off companies under Section 414 of the Companies Act 2014

Pursuant to section 414 of the Companies Act 2014, the Registrar has a discretionary power to restore a company to the Register of Companies if the company has been struck off under either of sections 411, 412 or 413 of the Companies Act 2014 before the expiry of 10 years from the publication of the Final Notice to strike off the company.

The application must be accompanied by an affidavit stating the applicant’s interest in the matter and the facts on which the application is based.

Should the Registrar not exercise his discretion to reinstate a company under section 414 of the 2014 Act or 332(1) of the 1930 Act, or be unable to do so because more than 10 years have elapsed since the company was dissolved, an application is to be made to court to restore the company to the register.

Restoring your Gibraltar Company

We can file an application with Companies House in Gibraltar to restore your company, if your company was struck off in the last 10 years.

If it has been struck off for over 10 years we, would apply for a Court Order to restore your company.

Company Restoration procedure

  • We submit your application with the affidavit and the filing fee
  • When your application is accepted, Companies House will issue a notice of application to restore
  • If no objection is received within 30 days of the notice, Companies House issues a direction to restore.
  • There is then 90 days from this date to file all the outstanding Annual Returns
  • When all Annual Returns are received and processed by Companies House the company is reinstated

An application must be accompanied by an affidavit and a statement of the facts on which the application is based

The Registrar shall not make a direction to restore the name of the company to the register earlier than 30 days after the date of publication of the notice.

On receipt of an application the Registrar, if satisfied that there are grounds for restoration of the company to the register, may direct the name of the company to be restored to the register.

On the Registrar restoring a company to the register the company shall be deemed to have continued in existence as if its name had not been struck off; and the Registrar may make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if he name of the company had not been struck off.

Court Restoration of Dissolved Companies

Where an application to restore a company to the register has been made, in his discretion, the Registrar may refuse to consider the application and require that the person by whom the application was made apply to the Court for an order to restore the company.

After the expiry of the period of 10 years, if a company or any member or creditor of a company feels aggrieved by the company having been struck off the register, then, on an application made by the company or member, the Registrar of the Court may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register.

Transferring Registered Agent

A Gibraltar company can only be restored by the registered agent on record, or the agent must be changed to a new agent undertaking the company restoration, which we will organise.

Gibraltar Company Restoration Fees

For a struck off company to be restored by the Gibraltar Registry you must.

  • Pay all of the annual government fees it would have paid as if it had remained active
  • Pay the government restoration fee to the Gibraltar Registry
  • Payment of all unpaid Registered Agent fees
  • File all outstanding Annual Returns
  • File all all overdue Accounts
  • Change the Registered Agent (if required)

When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.

Gibraltar Company Restoration Fees

  • Gibraltar Government Restoration Fee – £850
  • Payment of all Gibraltar Government fees and penalties per year struck off
  • Drafting Resolution to appoint new Gibraltar registered agent – £120
  • Filing fee to appoint new registered agent – £100
  • Payment of all unpaid Agent Fees
  • Tax Identification Number – £320
  • Annual Return Late Fee per year – £195
  • Annual Accounts Late Fee per year – £100
  • Registered Office Annual Fee – £500
  • 3% Transfer fee – for penalties, fees and charges to Gibraltar – to cover exchange rate changes, bank charges and fees
  • Due Diligence Fee – per Director & Shareholder – £80
  • Company Search – £112
  • Our Assistance Fee to Restore Gibraltar Company – £800

To proceed we will sign a declaration and an affidavit,  with a Notary Public and this will be served on the Registrar in Gibraltar, he will then publish a 30 day notice.

After that period he will give his consent to the restoration of the company, we then have 90 days to file all the outstanding annual returns and accounts.

Once the application to restore the company is filed, the Registrar will issue a Direction to Restore the company in which we will outline the conditions imposed, i.e. the documents that need to be filed within 90 days.

Upon receipt of the documents the registrar will issue the final direction confirming the reinstatement and the company will be considered “active” from that date.

Then he will advise us of the fees and penalties, once they are paid then the company will be restored.

Penalty Fees

Annual Returns: late fee £195 | Annual Accounts: late fee £100

Government Re-instatement fees £850, this is a  Companies House charges and do not include any administration costs.

Once the company is re-instated we would need to apply to the Income Tax Authorities in order to obtain the Tax Identification Number for the company.

We will need in due course the following documentation/information on both Directors:

  • Certified copy of Passport (by a lawyer, accountant, public notary, commissioner for oaths)
  • Proof of Residential Address (this can be original or certified true copy of a utility bill, bank statement or driving licence
  • Documentary evidence of all assets held by the Company, ie: Properties

However in order to expedite matters we will accept scanned copies on the basis that all original copies will follow.

Re-Instatement Fees

Registry Costs and Fines

  • Late submission of Annual Returns: £195 per year
  • Late submission of Annual Accounts: £100 per year
  • Application to Restore: £200

Re-instatement Costs

  • Drafting of Annual Returns: £100
  • Drafting of Annual Accounts: £180
  • Drafting of Application to Restore: £250
  • Disbursement Fees: £200

Annual Fees

  • Provision of Registered Office and Secretarial Services: £620
  • Application for Income Tax Number: £250
  • Preparation and Filing of  Tax Return: £100
  • Preparation of Dormant Annual Accounts: £150
  • Request for complete Archive Bundle from Registrar: £50
  • Filing fee for AnnualReturn: £75
  • Filing fee for Annual Accounts: £15
  • Filing of Particulars re Appointment of Secretary: £15
  • Filing of Voluntary Return of Shareholders: £15
  • Filing of Notice of Situation re Registered Address: £15

Please be advised that there may also exist the need for the Company to obtain a new Business Licence which would be charged separately, around £150.

Legal Costs & Expenses on Company Restoration

  • obtain a company search
  • obtaining and perusing relevant filings and various related documents
  • drafting and completing the documents necessary for the restoration application
  • drafting the restoration order
  • drafting an affidavit
  • serving documents and communicating with on the Registrar of Companies
  • advertisement if required

Disbursements / Expenses:

  • outstanding filing fees on annual returns
  • penalty for late filings and other penalties
  • filing fees to the Companies Registry on the restoration application

Company Directors and Shareholders

When a Gibraltar company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.

Gibraltar Companies Act

414. Restoration of Dissolved Companies to the Register; the Registrar’s Functions.

Restoration of dissolved companies to the register: the Registrar’s functions.
414.(1) A company or any member or creditor of a company who feels aggrieved by the company having been struck off the register under section
412 or 413, before the expiry of 10 years from the publication of a notice under section 412 or, as the case may be, section 413 may make an application to the Registrar to restore the company to the register.
(2) An application made under subsection (1) must be accompanied by–
(a) an affidavit of–
(i) the applicant’s interest in the matter,
(ii) a statement of the facts on which the application is based,
(iii) where the company was–
(aa) authorised or licensed under the Financial Services (Banking) Act, 1992 or the Financial Services (Markets in Financial Instruments) Act, 2006; or
(bb) licensed or authorised in accordance with a Community requirement other than one falling within (aa),
evidence of the consent of the competent authority under the relevant legislation to the restoration of the company to the register,
(iv) the relief sought; and
(b) the fee prescribed in Schedule 24.
(3) In his discretion the Registrar may require that a person making an application under subsection (1) give notice of that application (including the facts on which the application is based and the relief sought) to such other person as the Registrar may specify, being a person who appears to the Registrar to be concerned or to have an interest.
(4) On an application being made to the Registrar to restore a company, the Registrar shall publish a notice in the Gazette to the effect that the applicant has made an application to the Registrar to restore the company to the register and that unless written objection is made to the Registrar within 30 days of the date of publication, the Registrar may restore the company to the register.
(5) The Registrar shall not make a direction under this section to restore the name of the company to the register or otherwise earlier than 30 days after the date of publication of the notice published for the purposes of subsection (4).
(6) On receipt of any written objection to the restoration of the company, the Registrar shall proceed to notify the applicant of the receipt of the objection, the terms of the objection, and of the identity of the objector.
(7) On receipt of an application under this section the Registrar, if satisfied that there are good grounds for restoration of the company to the register, may direct the name of the company to be restored to the register.
(8) A direction given under this section may be made subject to conditions, and the Registrar may include such further directions and such provisions, as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

(9) On the Registrar restoring a company to the register the company shall be deemed to have continued in existence as if its name had not been struck off; and the Registrar may make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

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