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Types of companies in Gibraltar

Updated on Friday 26th August 2016

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Several types of businesses are available in Gibraltar for registration. The most popular are the partnerships (general and limited) and the companies (sole proprietorships, limited by shares, limited by guarantees and public companies).

General and limited partnership in Gibraltar

The general partnership is created by partners equally responsible for the business’ responsibilities and duties with their own contributions. The maximum number of partners in a Gibraltar’s partnership cannot exceed 25 individuals or companies (not available for professional firms). Even though annual accounts must be submitted to the Commissioner of Income Tax, the general partners are not obliged to fill agreements and financial accounts.

The limited partnership is formed by at least one general partner, fully liable for the company’s debts and a silent partner, liable only in extend of his contributions. The major difference between the two types of partners is that the silent partner may not make managerial decisions. The partners must file a declaration regarding the composition of the partnership and the amount of capital deposited by the limited partners and submits it at the Registrar of Companies.

The limited liability partnership resembles the general one, with the main difference in the liability of the partners which are not responsible for each other mistakes or negligence.

All types of partnerships are regulated by the Partnership Act (as updated). The companies are regulated by the Companies Ordinance, pretty similar with the English Companies Act 1929.

Our company registration agents in Gibraltar can offer more information on the Commercial Law.

Private and public limited liability companies in Gibraltar

The private limited liability company may be limited by shares or by guarantees.

The companies limited by shares’ capital is made of non-transferable shares and the responsibility for the company’s liabilities depends on the contributions to the share capital. The minimum number of shareholders in such a company is 2 and the maximum is 50. The management is assured by a director and the secretary appointment is not necessary.

The companies limited by guarantee with or without share capital have members which have their liability guaranteed by a deposited sum of money and their members don’t need to register with the Companies Registrar (unlike the previous type of company, where details regarding their names and contribution to the capital were necessary).

The public limited liability companies are founded by an unlimited number of shareholders and, as a particularity, a minimum share capital has to be deposited at incorporation, with the total amount of 20,500 GIP.

Other types of companies

Single entrepreneurs are allowed to open sole proprietorships with the owner’s full liability and the obligation to register at the Registrar of Companies just like any other legal entity.

Another special form that a company may take in Gibraltar is the protected cell companies. According to the Protected Cell Companies Act, this type of company is formed of different cells which offer protection and separation of the assets. In this type of company, the investors’ rights are limited by the goods of the cell where they’ve invested. Each cell must have its distinct name and the name of the company must be related to its status of cellular company.

Foreign companies are allowed to open branches if, within one month since the decision of establishment was taken, the following documents are deposited at the Registrar of Companies:

  • -       the proof of existence of the parent-company in the foreign country,
  • -       the memorandum of association,
  • -       the decision of opening a branch,
  • -       a list with the directors and secretary,
  • -       the power of attorney for the branch’s representative.

Foreign enterprisers can also establish trusts and non-profit organizations (NGOs) in Gibraltar. It is important to know that NGOs can be divided into:

  • -       clubs,
  • -       associations,
  • -       charities,
  • -       societies.

NGOs have the great benefit of being exempt from certain taxes related to various incomes. One can also establish joint ventures in Gibraltar.

For detailed information on the types of companies foreign investors can set up in Gibraltar, you may contact our company formation agents.

We invite you to watch a video about the type of companies you can open in Gibraltar:

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