Corporate Law at Gibraltar (BOT)
Here’s an overview of Corporate Law in Gibraltar (British Overseas Territory - BOT):
Corporate Law in Gibraltar (BOT)
1. Legal Framework
Gibraltar’s corporate law is mainly governed by the Companies Act 2014, which is based heavily on UK company law.
As a British Overseas Territory, Gibraltar aligns much of its commercial law with UK standards but retains autonomy.
It also follows international standards for anti-money laundering, taxation, and corporate governance.
2. Types of Companies
Private Company Limited by Shares – the most common form of company.
Public Limited Company (PLC)
Companies Limited by Guarantee
Unlimited Companies
Protected Cell Companies – used in insurance and finance.
Limited Partnerships and LLPs are also available.
3. Company Formation and Registration
Companies are registered with the Companies House Gibraltar.
Formation requires:
Filing of Memorandum and Articles of Association
Appointment of at least one director and company secretary
Payment of registration fees
Company names are subject to approval to avoid duplication.
Registration is typically quick, often within days.
4. Corporate Governance
Directors owe fiduciary duties similar to those under UK law.
Private companies require at least one director.
Annual General Meetings (AGMs) are not compulsory for private companies unless stipulated in articles.
Annual returns and financial statements must be filed with Companies House.
5. Capital and Shares
No minimum share capital is required.
Shares can be issued as ordinary or preference shares.
Shares are freely transferable unless restricted by company articles.
6. Taxation
Gibraltar offers a corporate tax rate of 12.5%, competitive internationally.
No VAT, capital gains tax, or inheritance tax.
Dividends received by Gibraltar companies are generally tax-exempt.
7. Foreign Investment
Gibraltar welcomes foreign investors.
No restrictions on foreign ownership.
It is considered a reputable international financial center with robust regulations.
8. Dispute Resolution
Commercial disputes are resolved through Gibraltar’s courts.
Arbitration and mediation are widely supported and encouraged.
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