Gibraltar: Governing Laws/Bylaws Requirements

Companies in Gibraltar must…[1]

After forming a corporation, the company must undertake certain steps on an ongoing basis to keep your business in compliance with Gibraltar’s legal framework. This guide outlines the ongoing requirements for Gibraltar corporations:

  • Companies must have on-file:
    • Books and records: The Gibraltar Companies Act demands that the accounting records explains the transactions. The records must normally be kept in the company’s registered office and must be retained for a period of six-years. They must contain: [2]
      • The sums of money received and expended with the reason and receipts of expenditure
      • The assets and liabilities
      • Goods sold and purchased
    • Accounts and reports: a company must prepare accounts for each financial year, comprising as a minimum:
      • A directors’ report
      • A balance sheet as at the last day of the financial year
      • A profit and loss account for the period of the financial year
      • A cash flow statement (unless, according to the statutory definitions, a company is either small or medium-sized).
      • To be delivered to the Companies House no later than the filing deadline
    • Accounts signatories: must be approved by the board of directors. More details can be found on page 70, here
    • Audited financial statements: generally, trading business incorporated under the Companies Act are required to have their annual accounts audited by a Gibraltar-approved registered auditor. More details can be found on page 70, here
    • Auditors: A Gibraltar company’s auditor must be registered with the Financial Services Commission, unless its turnover, balance sheet total, and income liable to tax are below specified thresholds
    • Circulation of the accounts: a copy of the accounts, with a report on these accounts by the director and auditor
    • Public availability of accounts: available for public inspection, on payment of a small fee. Public companies must file a complete set of accounts. Big private companies must also file a complete set of accounts unless they are classified as medium or small, in which they can submit an abbreviated account.
    • A register of its shareholders (known as members) including their names and addresses, the number and class of shares they hold and the date wherein they become members of the company
    • A register of charges including mortgages and other secured interests
    • A register of its directors and secretary

Specifically, limited liability companies must comply with accounting, regulatory, and auditing requirements, they must:

  • File an annual return with the Registrar of Companies which contains information about the company (anniversary of incorporation, share capital, officers, etc)
  • File statutory accounts for the company for each financial year/period which should be circulated to members
  • Notify the Registrar of Companies about any event-driven changes to the company (resignation and appointment of directors, change in the share capital and registered office address)
  • Maintain statutory registers for the company
    • A private limited company is a separate legal entity with its own limited liability. It may be limited by guarantee or by its issued share capital or both. If you choose to set up a private limited company as a Gibraltar subsidiary, you will not be liable for the debts and other liabilities of the subsidiary beyond the unpaid amount on the shareholders’ issued share capital, unless you have provided an express guarantee in respect of the subsidiary’s liabilities

For limited partnerships, the general partner may be a limited company but if it is, the limited partnership is obliged to file its accounts for public record with the Registrar of Companies

  • For limited partnerships, limited partners—at least one general partner, who has unlimited liability, and one or more limited partners—are liable for partnership obligations only to the extent of the cash and property they contribute or to the extent that they have received back the whole or any part of the capital they contributed

The Annual General Meeting (AGM); the Companies Act requires that an AGM is held annually so that the accounts are put forth towards its members. The first AGM must be held within 18 months of the date of its incorporation and every calendar year thereafter, within at most 15 months of the previous AGM. A private limited company may waive this requirement to hold an AGM by appeal [3]

More information on Gibraltar’s governing laws/bylaws requirements and repository of all legal statements can be found here. An example bylaw of a Gibraltar-based company can be found here. More broadly, the formation, management, and organization of a company in Gibraltar is largely governed by the Companies Act which can be viewed here.

[1]PWC Doing Business in Gibraltar
[2]PWC TaxFacts

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