Whether trading as an incorporated company, or other type of body corporate, a partnership, or simply a sole trader, the name under which the trade is carried on must be registered at the Registry of Business Names. Application is made on the prescribed form for a fee of GBP 20.00 and the Registrar may refuse to register a name which bears too close a similarity to one already in existence.

D.2 Formation of a Company

Gibraltar companies

Under Gibraltar legislation only barristers or acting solicitors of the Supreme Court of Gibraltar may incorporate Companies for gain. Along with at least one subscriber and a minimum sum of GBP 100 for the authorised share capital, the Company name must be approved by the Registrar of Companies and a Gibraltar address must be given as the Registered Office where notice may be served on the company.

Stamp duty is payable on the authorised share capital at the rate of 1/2 % of the nominal value.

Other statutory requirements include filing of notices relating to:

• The situation of the registered office and any changes thereto
• The allotment of shares.
• The registration of certain mortgages and charges, including a mortgage or charge on real property, ships and book debts.
• The names and addresses of the actual directors and shareholders of the company.

Every company has to submit an annual return, the first within fifteen months of incorporation and thereafter once every year.

Branches of overseas companies

Overseas companies wishing to set up a branch in Gibraltar register by filing a notarised or suitably certified copy of its Memorandum and Articles of Association (translated into English if necessary), a list of directors, and the name and address of the person authorised to accept service on behalf of the company in Gibraltar.

Re-domiciliation

The Companies (Re-domiciliation) Regulations 1996 provide that a company domiciled outside Gibraltar and in a relevant State may, provided it meets certain conditions, establish its domicile in Gibraltar. Similarly a company incorporated or domiciled in Gibraltar may apply to establish domicile outside Gibraltar in a relevant state. All countries in the European Economic Area, other British dependent territories, members of the Commonwealth, Liberia, Panama, Singapore and Switzerland are regarded as relevant states for the purposes of re-domiciliation.

D.3 Patents and Trademarks

The Patents Ordinance of 1924 and Trade Marks Ordinance 1948, provide for any patent or trade-mark duly granted and registered as such by the Comptroller-General of the United Kingdom Patent Office being extended to Gibraltar upon application, production of the appropriate documents and payment of the requisite fee.
A certificate of registration is issued and an entry made in the Register of Patents or Register of Trade marks as appropriate, and such privileges and rights as would be conferred by the law for time being in force in the United Kingdom are conferred in Gibraltar.

D.4 Labour Law, Supply and Relations

Work Permits

Under the Control of Employment Ordinance, the government may control the employment of all non-Gibraltarians by means of work permits. However, a work permit may not be refused to EU nationals. Such persons are allowed to stay in Gibraltar for six months after which they will be granted a residence permit for five years, which is renewable, on condition that they have found suitable employment or established a business.

In the case of a Non-EU national, a work permit will only be granted if there are no Gibraltarians able and willing to take up the particular employment. Such persons may be granted residential permits on a monthly, quarterly or annual basis and are normally renewable only if the person is still in possession of a work permit. The non-EU national may be refused permission to buy real estate in Gibraltar; such permission cannot be refused to residents of EU countries.

Where government employment is offered, priority will be afforded in all cases to Gibraltarians.

Employment and Training Board

During 1991 legislation was enacted requiring businesses to register their own and employee details with the Employment and Training Board. This is a committee set up under the auspices of the Gibraltar Development Corporation which was brought into being by the Gibraltar Development Corporation Ordinance 1990. Any business, whether a company, partnership or sole trader must register its details with the Employment and Training Board within 3 months of commencement of business.

Employee details have to be registered within 14 days of commencement of the employeees engagement.

There is a requirement to notify the Board of all job vacancies as it has also taken over responsibility for matters concerning the supply of labour and filling of job vacancies. It is to the Board that application is made for work permits.

The Immigration Department will only issue Gibraltar Civilian Registration Cards on production of a Notice of Terms of Engagement form stamped and signed by the Employment and Training Board; similarly with the issue of a Social Insurance Card by the Department of Labour and Social Security.

An employer is also required to contribute GBP 26 per employee per annum to the Employeres Insolvency Fund which the Board administers.

The purpose of this fund is to protect employees in respect of their unpaid wages and salaries should the employer become insolvent and be put into liquidation.

Working Conditions

Government employees are now paid at a rate on parity with UK and the private sector is broadly in line with government. There is a policy of equal pay for women and there is minimum wage protection for certain sectors.

Consultation is encouraged between employees and employers over working conditions and there are provisions for involving statutory wage fixing in the event of a breakdown in negotiations. Minimum holiday entitlement according to law is two weeks increasing to three weeks for over five years served. This is in addition to the eleven public holidays listed in Section A.

Labour Relations

Trade Unions are recognised in Gibraltar but it is not compulsory for workers to join a Union. Unions must be registered under the Trade Unions and Trade Disputes (Conciliation and Arbitration) Ordinance. Employees and Unions are entitled to withhold labour when there is a dispute.

Employers are required to keep their premises in a reasonable condition for their workers, as laid down in the Factories Regulations. There are also Ordinances concerning the storage and use of explosives and petroleum products.

Legislation also exists to cover unfair dismissals. Any aggrieved employee can appeal to an Industrial Tribunal, which is set up under the Regulation of Wages and Conditions of Employment Ordinance.

D.5 Social Security

This is compulsory for all employed persons and available for self employed persons. All non-residents of Gibraltar employed in Gibraltar are subject to the employment laws and social security legislation.

Only employees who arrive from another EU country and who continue making social security contributions in that country, are exempted, on production of the requisite documentation, from making contributions in Gibraltar.

All employees are entitled to be included in approved pension schemes in Gibraltar which are additional to the social security arrangements. Company directors are also entitled to be included as are partners of firms.

All self-employed persons are entitled to retirement pensions from the social security scheme as long as the appropriate contributions have been paid.

Unemployed workers are granted credits against their social security contributions. If they satisfy the required conditions they may also claim unemployment benefit and in cases of hardship may receive supplementary benefit.

Social security benefits also include maternity grants, death grants, guardianes allowance for orphaned children and widoweres allowance for persons under 65 years who are incapable of supporting themselves.

Industrial injuries benefit and disablement benefits are available, and vary according to disablement.

D.6 Competition Policy

Any person who wishes to buy or sell, whether by wholesale or retail of any goods by way of business, or importing of goods in commercial quantities, or who wishes to carry on one of certain specified businesses must be the holder of a licence issued by the Trade Licensing Authority as stipulated by the Trade Licensing Ordinance 1978.

Other businesses requiring licences are hoteliers, caterers, publicans, clubs and canteens.

• A notice of intention in the prescribed form must be published in the Gibraltar Gazette and at least one other newspaper circulating in Gibraltar, fourteen days before the application is made.
• Any person wishing to object to the issue of the licence must give notice of such to the licensing authority and to the applicant within fourteen days. This written notice must state the grounds for objection.
• The application and objections (if any) are considered at a hearing of which not less than seven days notice has been given to the interested parties. The latter may be legally represented if so desired and may give evidence, call and cross-examine witnesses. They may not be present, however, during any subsequent deliberation of the authority.

Licences run out on 31st December and must be renewed annually.

The fee for a new licence is GBP 40 if effected during the first six months of the year, GBP 20 during the next six months, and the levy for renewal is GBP 25.