Gibraltar: Non-profit/For-profit Company Registry Requirements

The following are the necessary to establish a business in Gibraltar:

Non-profit/for-profit company registry requirements

The common forms of business entities in Gibraltar are: [1]

  • Sole Traders
  • Partnerships
  • Limited Liability Partnership
  • Companies

[Sole Traders Overview] [2]

  • Becoming a sole trader is the simplest way to get started in business. It is the most basic form of business structure and it is also relatively easy and inexpensive to start and maintain.
  • Many sole traders choose to trade using their own name by registering as a Self-employed entity with the Income Tax Office and Employment Service. It is also possible to trade under a Business Name by registering one via Companies House prior to registering as Self-employed.
  • Information on filing for a business name can be found here
  • Sole traders retain complete control over the affairs of their business, including all assets and earnings. However, sole traders have unlimited liability and are consequently personally responsible for any losses their businesses may incur. It may also be harder to secure finance if registered as a sole trader

Partnerships Overview

  • Limited partnerships (LP) (excluding Limited Liability Partnerships) are governed by the Limited Partnerships Act and consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for the debts or obligations of the firm beyond the amount so contributed. [3]
  • In order to register a LP:
    • Send to the Registrar a s statement signed by the partners containing the following:
      • Firm name
      • The general nature of the business
      • The principal place of business
      • The full name of each of the partners
      • The term, if any, for which the partnership is entered into and the date of its commencement
      • A statement that the partnership is limited and the description of every limited partner as such
      • The sum contributed by each limited partner and whether paid in cash or how otherwise.

**Limited Liability Partnerships Overview ** [4]

  • Limited Liability Partnerships (LLP) are body corporate (with legal personality separate from that of its members) established under the Limited Liability Partnerships Act 2009
  • In order to register a LLP:
  • 2 or more persons must subscribe their names to the incorporation document
    • The incorporation document must be filed with the Registrar. This document must:
      • Be in a form approved by the Registrar
      • State the name of the limited liability partnership;
      • State the address in Gibraltar which is to be the registered office of the limited liability partnership
      • State the name and address of each of the persons who are to be members of the limited liability partnership on incorporation; and
      • Either specify which of those persons are to be designated members or state that every person who from time to time is a member of the limited liability partnership is a designated member

Companies Overview [5]

  • The Companies Act of 2014 represents the most recent company law in Gibraltar
    • This act distinguishes among the following types of companies:
    • Limited vs Unlimited Companies:
      • Limited Companies: liability of its members is limited by its constitution and that limitation may be by shares or by guarantee
        • A company is limited by shares if the liability of a company’s members is limited to the amount, if any, unpaid on the shares respectively held by them
        • A company is limited by guarantee if the liability of a company’s members is limited to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up
      • Unlimited companies have no limit on the liability of its members
    • Public vs Private Companies:
      • Public Companies/Public Limited Companies (PLC): “A company limited by shares or limited by guarantee and having a share capital, being a company (a) whose certificate of incorporation states that it is a public company; and (b) in relation to which the provisions of this Act or the former Companies Act as to the registration or re-registration of a company as a public company have been complied with.”
      • Private company: A company limited by shares or limited by guarantee (whether or not having a share capital), being a company which by its articles– (a) restricts the right to transfer its shares; and (b) prohibits any invitation to the public to subscribe for any shares or debentures of the company.
    • The essential components for incorporating a company are found here:
      • Memorandum of association: Memorandum stating that the subscribers (a) wish to form a company under this Act; and (b) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each.
      • Registration Documents:
        • Registration application which includes:
          • Company name
          • Must state whether the company is limited by shares or by guarantee or whether it is a private or public company
          • Intended address/ Notice of Situation of Registered Office
          • Copy of any proposed articles of association
        • Statement of capital and initial shareholdings (only for companies that are to have a share capital)
          • Must state total number of shares to be taken on by subscribers to the memorandum of association, aggregate nominal value of those shares, the amount to be paid up and the amount to be unpaid on each share
          • Must identify subscribers to the memorandum of association and state the number, nominal value and class of shares to be taken by each member on formation and the amount to be paid up and the amount to be unpaid on each share
      • Statement of guarantee (only for companies limited by guarantee)
        • Identifies subscribers to memorandum of association
        • States that each member undertakes that if the company is wound up while he is a member or within 1 year after he ceases to be a member he will contribute to the assets of the company
      • Statement of Compliance
        • Statement that all the requirements of this Companies Act have been complied with
        • Required to be delivered to the Registrar

Non-profit Making Organizations Overview

  • The establishment of private foundations is governed by The Private Foundations Act 2017
    • The purposes of a foundation may not include: (a) the carrying on of a commercial or trading activity unless that activity is incidental to the attainment of its purpose or objects; (b) the carrying on in or from Gibraltar of any activity in respect of which a licence under any other Act is required in the absence of that licence having been granted to the Foundation.
      • Further, An object of a Foundation may, but need not be, charitable or philanthropic.
    • In order to set up a foundation, the following must be filed with the Registrar:
      • The Foundation Charter;
      • Details of the endowment;
      • A notarised declaration signed by the councillors to the effect that the initial assets of the Foundation have been placed at their disposal and are available to them without condition for the purposes of the Foundation;
      • A declaration signed by the Founder or his agent confirming that the details contained within the Foundation Charter are correct and an accurate reflection of the purposes of the Foundation;
      • The names and addresses of the councillors, together with their written consent so to act;
      • The name and address of the Guardian together with his written consent so to act;
      • The address and telephone number of the registered office in Gibraltar;
      • Any fee specified by the Registrar
      • Such other documents or information as the Registrar may require

Further Details

  • Short list of documents needed for incorporation of a public company and found here
  • Overview of the main differences in application requirements for public and private companies in Gibraltar here
  • More details on the differences in limited partnerships here
  • Details on LLPs and LLP incorporation found here
  • Overseas companies (Non-Resident) incorporated outside of Gibraltar that want to a place of business within Gibraltar or open a branch (Branch Office) with in Gibraltar should follow the instructions laid out here
  • This link details the specific differences between LLCs, PLCs, Non-Resident and Branch Office including minimum paid-up share capital
  • More information on private foundations here

[3] [4]

Next Section

Have a comment, edit, or item to add? Share your thoughts by commenting below!

comments powered by Disqus