GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
ISOLAS LLP 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 Governance Requirements 1.1 Corporate Forms and Governance Requirements Corporate vehicles in Gibraltar may take various forms. These include: • foundations; • limited partnerships; • protected cell limited partnerships; • limited liability partnerships; • companies limited by guarantee (with or without a share capital); As each form of corporate vehicle contains its own unique set of characteristics, the most suitable vehicle for a particular use-case will depend on various fac - tors, such as the nature of the underlying business activity or reasons for the establishment of the vehicle (eg, asset protection or succession planning). Companies limited by shares are by far the most common form of corporate vehicle in use in Gibral - tar. These may be set up as a private company (in which case the company’s shares or debentures are not allowed to be offered to the general public) or as a public company (in which case the company’s shares or debentures are allowed to be offered to the general public). • companies limited by shares; • protected cell companies; and • unlimited companies.
Public companies are subject to stricter governance requirements than private companies. Key mandatory structural requirements include the following. Minimum capital: • a minimum issued share capital of GBP20,500 is required for a public company; • a public company must have at least two directors at all times; and • directors must formally consent to act and fulfil statutory duties imposed by the Companies Act 2014. Company secretary: • a public company must appoint a company secre - tary; and • the directors must take reasonable steps to ensure that the secretary has appropriate knowledge and experience (for example, prior secretarial experi - ence, professional qualifications or legal/account - ing background). Directors of Gibraltar companies owe statutory duties broadly aligned with English common law principles, including: • acting in good faith in the best interests of the company; • exercising reasonable care, skill and diligence; • avoiding conflicts of interest; and
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