GIBRALTAR Law and Practice Contributed by: Stuart Dalmedo, Adrian Pilcher and Louise Anne Turnock, ISOLAS LLP
ISOLAS LLP 23 Portland House
Glacis Road PO Box 204 Gibraltar
Tel: +350 2000 1892 Fax: +350 2007 8990 Email: info@isolas.gi Web: www.gibraltarlawyers.com
1. Corporate Structures, Residence and Tax Treatment 1.1 Corporate Forms and Their Tax Treatment Businesses in Gibraltar commonly adopt a corporate form, although they can also operate as sole traders or partnerships depending on the nature and scale of the business. Companies Gibraltar companies may be incorporated as: • companies limited by shares (the most common structure); • companies limited by guarantee (with or without share capital); • protected cell companies (PCCs); and • unlimited companies. Companies limited by shares may be incorporated as private companies (whose shares or debentures cannot be offered to the public) or public companies (which may offer shares or debentures to the public). Every type of Gibraltar company has separate legal personality and is taxed as a separate legal entity. For tax purposes, a protected cell company and each of its cells are treated as though each cell were a sepa - rate company. Sole Traders A sole trader operates a business in their personal capacity and does not have a legal identity separate from the individual. Sole traders must register as self-
employed and are taxed as individuals on their busi - ness profits. Partnerships Gibraltar recognises three types of partnerships: • general partnerships; • limited partnerships (LPs); and • limited liability partnerships (LLPs). Partnerships are tax transparent, meaning each part - ner, whether an individual or a company, is taxed on their share of the partnership’s taxable income. Trusts Trusts in Gibraltar are governed primarily by the Trus - tees Act, which incorporates principles of English trust law together with Gibraltar-specific enhancements, such as asset protection trusts. Trustees are, gener - ally, chargeable to tax on any assessable income of the trust. Foundations Private foundations are established under the Private Foundations Act 2017. A foundation has separate legal personality, allowing it to hold assets in its own name as absolute legal and beneficial owner. Its con - stitution consists of a charter and rules, which govern administration, the role of councillors, and any benefi - ciaries or guardians. Unlike trusts, the foundation itself is subject to tax on any assessable income of the foundation.
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