Companies

In accordance with the Companies Act 2014, companies are required to be incorporated in Gibraltar as:

• A company limited by shares
• A company limited by guarantee with or without a share capital
• An unlimited company with or without share capital

The services of a licensed service provider should again be sought when incorporating a limited company, although this is not a strict requirement. Generally, setting up this structure may cost well over £400, though this is habitually considered to be money well spent since the professional appointed will produce and implement all the intricate incorporation documentation as well as offer to undertake other services. Shopping around for a suitable licensed service provider is recommended.

A limited company may own assets, enter into contracts, borrow and lend money, as well as sue and be sued in its own name. The legal personality of the limited company is separated from its individual shareholders (owners). However, it is common practice for banks and landlords to seek personal guarantees from the directors, by making them personally liable for obligations should the business fail.

The liabilities of a company are distinct from those of its shareholders. The company is liable for its debts to the full extent of its assets, though this liability does not extend to the personal assets of its shareholders. A company also has perpetual existence, thus the ownership can pass at any time through the transfer of the shares; this being an ideal vehicle for expansion.

Some points worth noting on the subject of company incorporation:

• All companies must comply with the provisions of the Companies Act.
• There are normally fees for the management of a company.
• Company details can be disclosed even if limited by shares.
• Accounts and other returns are necessary and are by and large an annual requirement.

There are numerous regulations governing the administration of a company, with the duties, responsibilities and liabilities of directors being set out in the Companies Act 2014. 

To view the Companies Act 2014 visit:
https://www.gibraltarlaws.gov.gi/articles/2014-19o.pdf

The first step when forming a Gibraltar Company is to ensure that the proposed name is acceptable to the Company Registrar. Once the name is approved, the following documents need to be submitted in accordance with the provisions of the Companies Act:

• Application to register a company
• Memorandum of Association
• Articles of Association

A registration fee of £100 and £10 stamp duty are payable at the time of presentation of the documents.

The time taken to incorporate a Company in Gibraltar is normally three working days, though a company may be incorporated within 24 hours if necessary for a fee of £200. Once incorporated, a Certificate of Incorporation is issued. Under Gibraltar legislation, only licensed persons may provide company registration and company management services by way of business.