A foreign company that wants to do business in Gibraltar has two main options: register its existing company in Gibraltar as a branch or overseas company, or incorporate a new Gibraltar subsidiary. Tax is broadly the same either way, at 15% on Gibraltar-source profits as of October 2026. The real choice is about liability, administration, how regulators and banks see you, and how long you plan to stay.
At a glance
| Branch / overseas company | Subsidiary | |
|---|---|---|
| Legal status | Part of the foreign parent; no separate personality | Separate Gibraltar company |
| Liability | Parent is directly liable | Limited to the subsidiary’s assets (as a rule) |
| Registration | Companies House, within 1 month of establishing presence | Incorporation, normally about 3 working days |
| Corporation tax | 15% on Gibraltar-source profits | 15% on Gibraltar-source profits |
| Head office charges | Deductible up to 5% of branch turnover | Normal deductibility rules, with connected-party limits |
| Accounts filed | Usually the parent’s accounts | The subsidiary’s own accounts |
| Best for | Testing the market, low-risk service activity | Long-term operations, licensed activity, ring-fencing |
What is the difference between a branch and a subsidiary?
A branch is simply your foreign company operating in Gibraltar. It is not a new legal person. Contracts are signed by the parent, assets belong to the parent, and the parent answers for every Gibraltar debt.
A subsidiary is a new company incorporated under the Companies Act 2014, usually a private company limited by shares and owned by the parent. It has its own directors, its own registered office in Gibraltar and its own balance sheet. If you are new to the incorporation process, our guide on how to set up a company in Gibraltar walks through it step by step.
How do you register a foreign company in Gibraltar?
Companies House Gibraltar offers two registration routes for companies formed elsewhere. Neither turns the company into a Gibraltar company; it stays incorporated in its home country.
Part XII: overseas company with a place of business
This route applies to a company incorporated outside Gibraltar that has a place of business there. A place of business can be premises where the company can be contacted, or anywhere it habitually conducts business, even without a sign on the door. UK companies, non-limited entities and companies whose activity is not substantial enough to be a branch use this route.
Part XIV: branch of a foreign limited company
This route is for limited companies incorporated outside both the UK and Gibraltar. A branch implies permanence, management and the equipment to deal with third parties.
What you file and when
You must deliver the documents within one month of establishing the place of business or branch. Typical requirements include:
- Certified copies of the constitutional documents, with a certified English translation where needed.
- Particulars of the directors and secretary.
- Names and addresses of one or more Gibraltar-resident persons authorised to accept service of documents (and, for a branch, permanent representatives).
- A recent certificate of good standing and a certified copy of the certificate of incorporation.
- A list of current members, and particulars of any existing charges.
Changes to a branch’s particulars must be notified within 21 days. Both routes also file an annual return. The registration fee is £100 for either route: the fee table’s registration item expressly covers Part XII, and the Companies House branch application form sets a £100 filing fee.
Which is better for liability?
This is usually the deciding factor. With a branch, a contract dispute, a lease default or a regulatory fine in Gibraltar becomes a claim against the whole parent company and its assets worldwide.
A subsidiary’s liabilities generally stay inside the subsidiary. That protection is not absolute: banks, landlords and regulators often ask the parent for guarantees, and directors can face personal exposure for wrongful trading. Even so, a subsidiary gives you a clean legal boundary that a branch cannot.
How are branches and subsidiaries taxed?
Gibraltar taxes branches of foreign companies on the same basis as companies. As of October 2026, the standard corporation tax rate is 15% (raised from 12.5% on 1 July 2024), with a 20% rate for utilities, energy providers and companies abusing a dominant position. The 2026 Budget left the rate unchanged.
Tax applies on a territorial basis: only profits accrued in and derived from Gibraltar are charged. Profits from activities that need a Gibraltar licence are treated as arising in Gibraltar. Our guide to Gibraltar corporate tax covers the source rules in more detail.
Practical differences to weigh:
- Head office costs. A branch may deduct general head office expenses only up to 5% of its turnover. A subsidiary paying a non-arm’s-length management charge to a connected company faces a similar cap (the lowest of the charge, 5% of gross turnover or 75% of pre-charge net profit).
- Getting profits out. A branch’s profits already belong to the parent. A subsidiary pays dividends; Gibraltar levies no withholding tax on dividends, interest or royalties.
- Home-country tax. Many countries tax a foreign branch’s profits in the parent’s hands, sometimes with a credit for Gibraltar tax, while dividends from a subsidiary may qualify for a participation exemption. This depends entirely on the parent’s country and any tax treaty, so get the parent’s own tax adviser to confirm the treatment before choosing.
- Tax returns. Branches are taxed on the same basis as companies, so both file the corporate tax return (Form CT1) with the Income Tax Office, due nine months after the accounting period ends. The return goes in with signed accounts, audited above £1.75 million of assessable income; ask the Income Tax Office or your adviser whether it wants branch accounts, parent accounts or both.
What are the substance and management differences?
Gibraltar has no general economic substance regime for ordinary trading companies, but substance still matters in three ways.
First, licensing and regulation. Licences are issued for specified premises, and GFSC-regulated firms are expected to have real management in Gibraltar. A subsidiary with local directors and staff is usually easier to present to a regulator than a branch run from abroad.
Second, tax residence and source. A subsidiary managed and controlled from another country may be treated as tax resident there, and Gibraltar profits can be challenged if the work is really done elsewhere. A branch, by definition, is the parent operating locally. See our guide on owning a Gibraltar company as a non-resident for how management and control works.
Third, governance requirements. A subsidiary needs at least one director (two for a public company), a company secretary who is not the sole director, and a registered office in Gibraltar provided by a licensed firm. A branch relies on the parent’s board plus local representatives.
Do you still need a business licence?
Yes, in most cases. Companies House registration records your corporate presence; it does not authorise you to trade. Most businesses selling goods or services also need a business licence from the Office of Fair Trading, submitted through the combined Business Application introduced in July 2026. Financial services, insurance and gambling are licensed separately by the GFSC or the Gambling Commissioner.
Our guide to Gibraltar business licences explains the process, and the licensed sectors hub covers GFSC and gaming authorisations.
What do branches and subsidiaries file each year?
A subsidiary files its own annual return, its own accounts with Companies House, a beneficial ownership filing and a corporate tax return. Our accounting and annual filings guide, listed on the business hub, sets out the deadlines.
A branch files an annual return and, for accounts, follows the parent’s home position:
- If the parent must publish accounts at home (all EU companies, and others whose home law requires it), it files those accounts in Gibraltar, with a certified English translation if needed.
- If the parent is not required to publish accounts at home, it must prepare accounts, a directors’ report and an auditor’s report to Gibraltar standards, due within 13 months of the end of the accounting reference period.
That second case can surprise parents from jurisdictions with private accounts: registering a branch in Gibraltar may put the company’s financial statements on a public register.
Did the 2026 UK–EU treaty change this choice?
Not materially. The UK–EU treaty, applied provisionally since 15 July 2026, does not create free movement of services, so an EU company has no automatic right to provide services in Gibraltar without registering and licensing. Corporation tax rules are also unchanged by the treaty. For the wider business picture, see our Treaty 2026 guides.
How do you decide?
A branch tends to suit you if:
- you want a light, quick presence to test the market or serve a few clients;
- the Gibraltar activity is low risk and unregulated;
- the parent already publishes its accounts.
A subsidiary tends to suit you if:
- you need a GFSC or gaming licence, or plan to hire and lease premises;
- you want to ring-fence liabilities from the parent;
- you need a Gibraltar company for banking, contracting or a future sale of the business;
- your home country taxes branch profits less favourably than dividends.
Many groups start with a subsidiary from day one because converting a branch later means moving contracts, staff and licences to a new legal entity.