GIBRALTAR Law and Practice Contributed by: Emma Lejeune, Stuart Dalmedo, Nicholas Isola, James Castle and Louise Anne Turnock, ISOLAS LLP
for most businesses, joint ventures and holding companies in Gibraltar. Trusts A trust is an equitable obligation binding one party, the trustee, to control and manage prop - erty for the benefit of one or more parties, the beneficiaries. A settlor will transfer property to the trustee (whether during their lifetime or under a will) on specified terms which are usually con - tained in a trust deed and supplemented by a non-binding letter of wishes from the settlor to the trustee. The provisions relating to the establishment and administration of a trust are contained in the document constituting the trust, known as the declaration of trust or trust deed. This document sets out the powers and fiduciary obligations of the trustees vis-à-vis the trust property/fund and the beneficiaries. 3.2 Incorporation Process The incorporation process of a private company requires an application form, together with pay - ment of the applicable fee, to be submitted to Companies House. In the case of a company, the application form must include: • the proposed name of the company; • the liability of its members; • whether the company is to be private or public; • a statement of the intended registered office address; • the memorandum of association and articles of association (to the extent that bespoke articles of association or the memorandum of association are to be adopted);
• in the case of a company that is to be lim - ited by shares, a statement of the authorised share capital, initial shareholding and particu - lars of the rights attached to shares; • in the case of a company that is to be limited by guarantee, a statement of guarantee from There is no requirement for the first director(s) and secretary of a company to be named on the application form. Instead, the Companies Act facilitates a 14-day period during which details of the first director(s) and secretary of the com - pany may be filed. Standard incorporation takes approximately three working days and costs GBP100. How - ever, Companies House also offers a same-day incorporation service for an additional GBP100. Upon successful incorporation, Companies House will issue a Certificate of Incorporation which serves as conclusive evidence that the requirements of the Companies Act have been complied with and that the company is duly reg - istered in Gibraltar. 3.3 Ongoing Reporting and Disclosure Obligations Companies are subject to various ongoing annual and event-driven reporting and disclo - sure obligations. the proposed members; and • a statement of compliance. All companies are required to deliver an annual return to Companies House, at least once in every calendar year. The annual return is a snap - shot of certain information relating to a company including the company’s main activity, share - holders, directors, secretary and share capital. The annual return must be delivered within 30
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