GIBRALTAR Law and Practice Contributed by: Aaron Payas, Jeremy Requena, Jerome Compson and Reece Atkinson, Hassans
3.3 Change of Control Under the FSA, any person proposing to acquire or increase control over a Gibraltar regulated firm must comply with the statutory change of control regime. A person will be considered a controller where they acquire, directly, or indirectly, 10% or more of the shares or voting rights in a regulated firm (or its parent undertaking) or otherwise obtain the ability to exercise significant influence over the management of the firm. Where a proposed transaction would cause a person to acquire such a level of control, prior notification must be made to the GFSC. Typically, this involves submitting a formal change of control notification alongside prescribed forms and supporting informa- tion relating to the proposed acquirer, source of funds, business activities, its ownership structure, and the nature of the interest being acquired. Depending upon the structure of the acquiring entity, certain parent entities, shareholders, or ultimate ben- eficial owners (UBOs) may also need to supply infor- mation as part of the application. 3.4 Passporting There are currently no licences that allow for passport- ing in relation to blockchain and crypto-asset services. Section 8 (1) of the FSA prohibits any person from carrying on a regulated activity by way of business “in or from Gibraltar” unless that person is authorised or exempt. This prohibition applies equally to block- chain and crypto-asset services. Accordingly, if a firm based outside Gibraltar intends to provide services on a cross-border basis to customers in Gibraltar, those services could fall within the scope of the FSA and the DLT Regulations where they involve the use of DLT for storing or transmitting value belonging to others. Firms caught within scope must obtain authorisation from the GFSC as a DLT Provider or, where applicable, register under the RFB Regulations. 4. Cross-Border Services 4.1 Marketing Cross-Border Restrictions
from the GFSC. Ultimately, the key territorial limit on the requirement for firms to obtain a Gibraltar-licence to operate is whether the activity is coming from Gibraltar or targets persons in Gibraltar. 3.2 Set-Up Requirements A Gibraltar DLT licence is obtained through a staged GFSC authorisation process that tests the business model, governance, prudential strength, and local substance before permission is granted. Process The process begins with a pre-application meeting with the GFSC to confirm that the proposed activ- ity falls within the DLT framework. The GFSC will then provide feedback and allow the applicant to ask any clarifying questions. Following this, the staged approach set out at 1.1.2 Regulatory Sandbox com- mences. This starts with submitting a business plan, details of key individuals and other information, fol - lowed by submitting risk-management protocols and The GFSC requires certain threshold conditions to be met; applicants must show a genuine presence in Gibraltar, ie, real operations including directors, a physical office, and employees. The day-to-day man- agement of the firm must be carried out from Gibraltar, ensuring the applicant is complying with the mind and management requirements. Local Personnel Firms must satisfy what is known as the “four-eyes” test, which means that at least two suitably senior and experienced individuals must oversee the firm’s activities on a continuous basis. Prudential and System Requirements The GFSC requires firms to hold adequate own funds and liquidity for their business and risk profile, backed by projections and an internal capital/risk assessment. In addition, firms also need strong risk, governance and IT frameworks, covering business continuity, AML/CFT, financial crime controls, and client asset safeguarding. non-financial resources reports. Substance and Local Presence
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