GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
Special resolution A special resolution is a resolution which has been passed by whatever majority is required for the pass - ing of an extraordinary resolution for which not less than 21 days’ notice has been given. Ordinary resolution An ordinary resolution is a resolution which has been passed by a simple majority at a general meeting of which seven days’ notice is given (unless the articles of association require otherwise). Anything that may be done by ordinary resolution may also be done by It should be noted that, under the Companies Act, anything that can be done by a resolution of the shareholders of a company in a general meeting can be done without a meeting by means of a written resolution signed by all the shareholders of a com - pany, provided the articles of association allow this. However, written resolutions must be passed by the unanimous consent of shareholders, rather than the specific majority that would ordinarily be required at a general meeting. special resolution. Written resolutions Under the Companies Act, every company must have at least two directors, except in the case of a pri - vate company, which must have at least one director. There is no statutory maximum number of directors, although a company may make provision for a maxi - mum number of directors within its articles of asso - ciation. A sole director of a company cannot hold the position of company secretary of the same company. There are no formal requirements or qualifications to become a director, and it is possible for both natu - ral persons and corporate bodies to be appointed as directors. There is also no legal requirement for a com - pany to appoint a natural person as its director, so, in effect, a company can be managed and controlled by a sole director that is constituted as a body cor - porate. The foregoing is subject to the company not being one which is licensed, authorised, recognised 3. Directors and Officers 3.1 Board Structure
or registered by the GFSC to undertake a restricted or controlled activity. The auditor of a company cannot be a director or secretary of that company. Directors may but are not required to hold a share qualification, so it is not a requirement to hold one or more shares in order to qualify as a director. 3.2 Board Members The Companies Act does not predefine the role for each of the board members. Typically, the board will include any number of executive directors who have management responsibilities and who perform operational and strategic business functions, such as managing people and looking after business assets. One executive director can be, and usually is, nomi - nated as chairperson. The chairperson presides over the board discussions and usually has a casting vote (unless the articles of association provide otherwise). The board may also contain non-executive members. The non-executive director’s role is to provide a crea - tive contribution to the board by providing independ - ent oversight and constructive challenge to the execu - tive directors. However, it is important to note that under Gibraltar law there is no distinction between executive and non-executive directors. As a conse - quence, non-executive directors have the same legal duties, responsibilities and potential liabilities as their executive counterparts. 3.3 Board Composition See 3.1 Board Structure . 3.4 Appointment and Removal of Directors/ Officers A company is required to file a return at Companies House in the prescribed form containing particulars specified in the register of directors and a notification of any change among its directors, or of any of the particulars contained in the register, within 14 days from: • the appointment of the first directors of the com - pany; or • a change of directors or of any of the particulars contained in the register.
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