GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
ISOLAS LLP Portland House, Glacis Road PO Box 204 Gibraltar Tel: +350 2000 1892 Fax: +350 2007 8990 Email: info@isolas.gi Web: www.gibraltarlawyers.com
1. Introductory 1.1 Forms of Corporate/Business Organisations Corporate vehicles in Gibraltar may take various forms. These include: • foundations; • limited partnerships; • protected cell limited partnerships; • limited liability partnerships; • companies limited by guarantee (with or with - out a share capital); As each form of corporate vehicle contains its own unique set of characteristics, the most suit - able vehicle for a particular use-case will depend on various factors, such as the nature of the underlying business activity or reasons for the establishment of the vehicle (eg, asset protec - tion or succession planning). Companies limited by shares are by far the most common form of corporate vehicle in use in Gibraltar. These may be set up as a private company (in which case the company’s shares or debentures are not allowed to be offered to • companies limited by shares; • protected cell companies; and • unlimited companies.
the general public) or as a public company (in which case the company’s shares or debentures are allowed to be offered to the general public). 1.2 Sources of Corporate Governance Requirements The principal sources of corporate governance requirements for companies in Gibraltar are the following: Companies Act 2014 The Companies Act 2014 is the principal statuto - ry instrument governing the formation, operation and dissolution (excluding companies in com - pulsory liquidation) of companies in Gibraltar. Financial Services Act 2019 The Financial Services Act 2019 (FSA) and its accompanying sector-specific Regulations establish Gibraltar’s regime for financial services and securities law. The FSA applies to any per - son who carries on a regulated activity in or from within Gibraltar. The FSA also establishes the restrictions that apply to an offering of securities to the public made in or from Gibraltar. The FSA and its accompanying Regulations came into force on 15 January 2020, following the largest-ever reform programme of Gibral - tar’s financial services legislation, and provide a
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