GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
rights and to seek relief on behalf of the company. This is an exception to the Foss v Harbottle rule. Permission of a court is not needed to bring a deriva - tive action, but it is needed to continue an action. A derivative action can be brought by a shareholder to bring a claim against another shareholder or director – for example, for transactions at an undervalue and any action about which they feel aggrieved. Derivative actions can only be brought in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default or breach of duty/trust by a director. A shareholder can also apply to a court on the grounds that the company’s affairs are being conducted in a manner that is unfairly prejudicial to the members (or a percentage of them). Unfair prejudice claims are usually brought by minority shareholders in situations where they feel that their rights have been infringed by the majority shareholders or by the board of directors. The complaint may be based on past, present or even anticipated future events, and the court has expansive powers in this regard, including: • the power to order the company to take or refrain from taking certain actions; and • the power to order the company to amend its articles. 4.5 Shareholders in Publicly Traded Companies There are no disclosure or other obligations on share - holders or ultimate beneficial owners in publicly trad - ed companies.
is a snapshot of certain information relating to a com - pany, which includes: • the name of the company; • the company’s registered number; • the company’s registered office address; • details of the company’s directors and secretary; and • details of the company’s share capital, including its shareholders. Companies are also required to provide in their annu - al return details of their main activity. There is a pre - scribed format for the annual return, which can be found in Schedule 5 of the Companies Act. The Companies Act establishes a separate regime in respect of the filing of annual returns by collective investment schemes. If a company notifies Compa - nies House that it is a collective investment scheme, licensed, authorised or otherwise regulated under the FSA, then in the case of such a collective investment scheme (which is not a private fund) the annual return can omit details of shareholders and shareholding and is only required to include the amount of authorised and issued share capital, respectively. All other par - ticulars required under the annual return would still need to be completed. An experienced investor fund, for instance, could take advantage of this exemption. In both of the aforementioned cases, the annual return must be delivered within 30 days after the date up to which the annual return is made. Private funds are required to deliver an annual return in the prescribed format, although they must deliver the return within six months after the date up to which the annual return is made. In addition, the Companies Act requires private funds to deliver a statement of allotments, redemptions and purchase of own shares, together with every annual return. This in turn replaces the requirement for these types of collective invest - ment schemes to deliver a return of allotment every time they make an allotment of shares and to notify Companies House every time they make a redemp - tion. A collective investment scheme which is not a private fund (for instance, an experienced investor fund) is neither required to complete a statement of
5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Annual Return
Every company is required to deliver, at least once in every calendar year, an annual return to Companies House, setting out particulars relating to the company as specified in the Companies Act. The annual return
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