SECTION C

Gibraltar :
Forms of
Business
Organisation

 C.1 Types of Companies

Company legislation in Gibraltar is based almost entirely on the Companies Act 1929 in England.

There are four types of company which can be incorporated in Gibraltar:

  • A company limited by shares.
  • A company limited by guarantee and having a share capital.
  • A company limited by guarantee and not having a share capital.
  • An unlimited company with or without a share capital.

Essentially a private company limited by shares now needs to have only one subscriber, whereas a public company limited by shares must have at least seven. The distinction between public and private companies is much the same as in England, the latter being companies which by their Memorandum or Articles:

  • Restrict the transfer of shares.
  • Limit the number of their members to fifty, not including persons presently or previously in the employment of the company.
  • Restrict the right of the public to subscribe for any shares of the company.

A private company is not at present required to file accounts with the Registrar of Companies.

C.2 Partnerships

A partnership may be created simply by execution of a deed by all the partners concerned or even by mutual verbal agreement. If the partnership has a place of business within Gibraltar it must register the name under which it carries on business with two authorities:

  • Within 14 days of commencement of business at the Registry of Companies and Business Names under the provisions of the Business Names (Registration) Ordinance.
  • Within 3 months of commencement of business at the Employment and Training Board under the provisions of the Business Trades and Professions (Registration) Ordinance 1989.

C.3 Trusts

Unlike Spanish law, Gibraltar law being based on Anglo-Saxon legal concepts, recognises and gives full legal effect to the concept of a trust. The Trustee Ordinance, the main legislation governing trusts, is based on the English legislation incorporated in the Trustee Act 1893.

There have been certain amendments to the legislation and the Variation of Trusts Act 1958 applies to Gibraltar.

The concept of a discretionary trust is known and widely applied in Gibraltar and the provisions of the Perpetuities and Accumulations Act 1964 in England now apply with some amendments.
The perpetuity period and the accumulation period now stand at 100 years. (See Section E.5, Asset Protection Trusts).

For trusts where Gibraltarians or residents of Gibraltar are excluded from being beneficiaries, income of the trust may be exempted from Gibraltar tax even if the trustees are resident in Gibraltar. A further requirement is that the income of the trust accrue or be derived outside Gibraltar or if received in Gibraltar, would not be liable to tax if received directly by the beneficiary. Such trusts are particularly attractive because there is no estate duty, capital gains tax, wealth tax or gift tax in Gibraltar. Furthermore, no stamp duty is payable on the transfer of any assets (other than immovable property situated in Gibraltar) held by such a trust.

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