GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
lations 2020 in order to address deficiencies and to ensure that the EU Market Abuse Regulation is able to operate effectively under Gibraltar law following Gibraltar’s withdrawal from the EU. These require - ments are mandatory. 1.4 Stock Exchange Requirements Developments There have been no fundamental reforms to Gibral - tar’s statutory listing regime itself in the last two years. However, there have been meaningful developments since 2024 that affect corporate governance expec - tations for companies with publicly traded shares, particularly through regulatory guidance, disclosure practice, and soft-law governance frameworks rather than hard listing rule amendments. The impact is most visible in board oversight standards, disclosure qual - ity and shareholder transparency. For example, the GFSC published an updated Guidance Note on Cor - porate Governance, aimed at banks and insurance firms. Additionally, the Gibraltar Corporate Governance Code produced by the Gibraltar Association of Com - pliance Officers (GACO) was published. Although not statutory and non-binding, it is designed to guide boards of Gibraltar companies, including public com - panies, towards modern governance standards.
panies Act had previously restricted private compa - nies to a maximum of 50 shareholders. However, this restriction has since been removed, and private com - panies can therefore consist of an unlimited number of shareholders without the need to be registered as a public company. The company must record the details of the new shareholders in the register of shareholders. Board of Directors Directors are appointed to direct, control and super - vise the activities and affairs of a company. Directors are a connecting line between the company and third parties. By definition, a director “includes any per - son occupying the position of director by whatever name called”. This definition is wide in order to include those who are effectively dealing with the affairs of the company, but who do not bear the title “direc - tor”. It also ensures that there is no legal distinction between executive directors and non-executive direc - tors, although differences will usually be found in the roles they perform. The conducting of board meetings is generally not covered by the Companies Act. The main statutory provisions affecting board meetings concern minutes of board meetings being kept and disclosure by direc - tors of interests in contracts. The rules for conduct - ing board meetings largely depend on the company’s articles of association, thus giving a company great flexibility. For example, Gibraltar law does not pre - vent board meetings from being held anywhere in the world nor does it prevent directors from participating in board meetings through electronic means. How - ever, a company must seek tax advice when doing so in order to mitigate any potential tax consequences. Secretary Every company incorporated in Gibraltar must appoint a secretary. Both natural persons and corporate bod - ies are eligible to be appointed as a secretary. If a corporate body is undertaking this function, it must ensure that it is licensed by the GFSC in order to undertake such services. In the case of a public com - pany, the secretary must have specific knowledge and experience to discharge the functions of company secretary.
2. Corporate Management 2.1 Principal Bodies or Functions
The principal bodies involved in the governance and management of a Gibraltar company can be broken down into shareholders, the board of directors and
the secretary. Shareholders
A company must have at least one registered share - holder, who may be either a natural person or a body corporate. A person, having agreed to become a shareholder, becomes a shareholder of a company upon their name being entered in the company’s reg - ister of shareholders. There is no limit on the maximum number of share - holders that a private company can have. The Com -
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