GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
5.2 Corporate Governance Arrangement Disclosure Under the Companies Act, a “mainstream company” whose securities are admitted to trading on a regu - lated market is required to include a corporate govern - ance statement in its annual directors’ report, and that statement must be included as a specific section of the directors’ report and must contain at least a refer - ence to the following, where applicable: • the corporate governance code to which the com - pany is subject; • the corporate governance code which the com - pany may have voluntarily decided to apply; and • all relevant information about the corporate gov - ernance practices applied beyond the require - ments under Gibraltar law. A “mainstream company” is defined under the Com - panies Act as a company which is neither a public company limited by shares or by guarantee nor a pri - vate company limited by shares or by guarantee, and that is neither: • a non-profit-making company; • a licensed or authorised bank; nor • a licensed insurance company. 5.3 Incorporation and Registration In Gibraltar, Companies are incorporated and regis - tered at Companies House. In addition to the annual return and annual account filing obligations described under 5.1 Financial Reporting Requirements , com - panies are also required to deliver certain information to Companies House when particular changes occur within a company. Examples of event-driven filings include: • changes to the articles of association; • a change of company name; • allotment of shares; • giving, varying, revoking or renewing a director’s authority to allot relevant securities; • the making of a statutory declaration by the direc - tors of the company to give financial assistance; • a purchase of the company’s own shares through financial assistance;
• consolidating, dividing, converting, re-classifying, subdividing, redeeming, cancelling or re-converting stock into shares; • increasing the share capital beyond the registered capital; • any change in any member of particulars entered in respect of any member on the register of members; • re-denominating any of the company’s share capi - tal; • creation of a mortgage or change by the company; • the acquisition of any property that is subject to a change of any kind; • changing the registered office of the company; • dispensing with the requirement to hold an annual general meeting; • the passing of any special resolutions or extraordi - nary resolutions; • a change among the company’s directors or in any of the particulars contained in the register of direc - tors; • a change among the company secretaries or in any of the particulars contained in the register of secretaries; • a change to the company’s accounting reference period; and • making a statutory declaration on the appointment of a voluntary liquidator. The Companies Act applies various filing dates, depending on the event which triggered a filing requirement. In the majority of cases, the Act impos - es a 30-day filing period. A mainstream company’s accounts must be filed with Companies House once for each financial year of a company. The period allowed under the Companies Act for delivering its financial accounts is as follows: • for a private company, 12 months after the end of the relevant financial year; and • for a public company, ten months after the end of the relevant financial year. Failing to comply with the accounts filing requirements before the end of the relevant period means that the company and every officer of the company who is in default is guilty of an offence and liable to pay a fixed penalty, determined as follows:
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