GIBRALTAR Law and Practice Contributed by: Emma Lejeune, Stuart Dalmedo, Adrian Pilcher, Nicholas Isola, Danielle Victor, James Castle, Louise Anne Turnock and Danielle Curtis, ISOLAS LLP
• a statement of compliance. There is no requirement for the first director(s) and sec - retary of a company to be named on the application form. Instead, the Companies Act facilitates a 14-day period during which details of the first director(s) and secretary of the company may be filed. Standard incorporation takes approximately three working days and costs GBP100. However, Compa - nies House also offers a same-day incorporation ser - vice for an additional GBP100. Upon successful incorporation, Companies House will issue a Certificate of Incorporation which serves as conclusive evidence that the requirements of the Companies Act have been complied with and that the company is duly registered in Gibraltar. 3.3 Ongoing Reporting and Disclosure Obligations Companies are subject to various ongoing annual and event-driven reporting and disclosure obligations. All companies are required to deliver an annual return to Companies House, at least once in every calendar year. The annual return is a snapshot of certain infor - mation relating to a company including the company’s main activity, shareholders, directors, secretary and share capital. The annual return must be delivered within 30 days of the date which the annual return is made up to. Companies are also required to deliver annual accounts to Companies House. The accounting principles to be observed when preparing the accounts vary, depend - ing on the size of the company, and range from an abridged balance sheet to full accounts (including balance sheet, profit and loss account, notes, direc - tors’ report and auditors’ report). The annual accounts must be filed within 12 months (in the case of a private company) or ten months (in the case of a public com - pany) of the financial year-end. Special rules apply in the case of a company’s first reporting period. Companies are also required to deliver certain infor - mation and shareholder resolutions when particular changes occur within the company. The Companies
Act applies various filing dates depending on the event which triggered a filing requirement. In the majority of cases where filing of documentation is required, the Companies Act imposes a 30-day filing period. 3.4 Management Structures There is a separation between ownership and control in companies limited by shares. Shareholders are the owners of a company and the directors are respon - sible for a company’s management and day-to-day running, owing a fiduciary duty to the company. Most of the obligations and responsibilities of the directors and shareholders are set out in a compa - ny’s articles of association. However, the Companies Act does prescribe certain statutory obligations and responsibilities – for example, under the Act, any changes to a company’s name or articles of associa - tion require the approval of a company’s shareholders. These statutory requirements cannot be overridden by a company’s articles of association. 3.5 Directors’, Officers’ and Shareholders’ Liability Directors’ and Officers’ Liability Under the Companies Act, the officers of a company may be held criminally liable for certain offences which include where the officers fail to comply with certain filing and reporting obligations. Directors are subject to common law, equitable and fiduciary duties. Broadly, these include the following duties: • to exercise skill and care; • to act in good faith and in the best interests of the company; • to act within the powers conferred by the compa - ny’s memorandum and articles of association and to exercise powers for a proper purpose; • not to fetter their discretion; • to avoid conflicts of interest; and • not to make a secret profit. The concept of “piercing the corporate veil” is rec - ognised in Gibraltar and personal liability may there - fore be imposed in certain situations – for example, where the directors permit an insolvent company or
390 CHAMBERS.COM
Powered by FlippingBook