GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
allotments, redemptions and purchase of own shares nor to inform Companies House of every occasion where it allots or redeems shares. It should be noted that these exemptions only apply to collective investment schemes that avail themselves of the voluntary notification process to Companies House of their specific status. A collective investment scheme may choose not to make such a disclosure, and therefore to forfeit the rights to the exemptions The directors of a company are required to prepare an annual report for each financial year. Generally, this report should include the following details of the company: • details of the company’s likely future develop - ments; • what dividend (if any) is recommended for pay - ment; • a fair review of the development and performance of the business of the company (and its subsidi - ary undertakings, if applicable) during the financial year, as well as its position at the end of the year; and • a description of the principal risks and uncertain - ties facing the company. The Companies Act also prescribes the accounting principles to be observed in preparing the annual accounts, the layout of the balance sheet and profit and loss account, and the content of the notes to the accounts. afforded under the Companies Act. Directors’ Report and Accounts Companies are classified as micro, small, medium or large, and the documents to be filed at Companies House vary according to their classification, as set out below. • Net turnover (pro-rated if more than or less than a year): (a) micro – up to GBP632,000; (b) small – up to GBP10.2 million; (c) medium – up to GBP36 million; and (d) large – over GBP36 million. • Balance sheet total (total assets):
(a) micro – up to GBP316,000; (b) small – up to GBP5.1 million; (c) medium – up to GBP18 million; and (d) large – over GBP18 million. • Average number of persons employed:
(a) micro – up to ten; (b) small – up to 50; (c) medium – up to 250; and (d) large – over 250.
A company must fall within two of the three param - eters (set out above) in the financial year in question and the preceding year, in order to be classified as small, medium or large. If a company exceeds or ceases to exceed the limits of more than one of the parameters, it will continue to qualify for the relevant year unless that continues to be the case in two con - secutive years. If the financial year is the company’s first, the conditions only need to be met in its first financial year: • large companies are required to file full accounts, including the balance sheet, profit and loss account, notes, directors’ report and auditors’ report; • medium companies are required to file the same accounts as for large companies, except that the profit and loss account may be in an abridged format; and • micro and small companies are required to file an abridged balance sheet only. Accounts may be filed in a number of primary curren - cies (such as British pound, US dollar, euro, Japanese yen and Swiss franc). The relevant documents must be filed within 12 months of the financial year end. Special rules apply in the case of a company’s first reporting period. Different rules apply to companies that opt to prepare accounts in accordance with inter - national accounting standards. Defective accounts and directors’ reports can be revised on a voluntary basis. Any revisions should be confined to the correction of those in which the previous accounts or report did not comply with the requirements of the Companies Act and the making of any consequential amendments.
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