GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
Written resolutions It should be noted that, under the Companies Act, anything that can be done by a resolution of the shareholders of a company in a gener - al meeting can be done without a meeting by means of a written resolution signed by all the shareholders of a company, provided the arti - cles of association allow this. However, written resolutions must be passed by the unanimous consent of shareholders, rather than the specific majority that would ordinarily be required at a general meeting. Under the Companies Act, every company must have at least two directors, except in the case of a private company, which must have at least one director. There is no statutory maximum number of directors, although a company may make pro - vision for a maximum number of directors within its articles of association. A sole director of a company cannot hold the position of company secretary of the same company. There are no formal requirements or qualifica - tions to become a director and it is possible for both natural persons and corporate bodies to be appointed as directors. There is also no legal requirement for a company to appoint a natural person as its director, so, in effect, a company can be managed and controlled by a sole direc - tor that is constituted as a body corporate. The foregoing is subject to the company not being one which is licensed, authorised, recognised or registered by the GFSC to undertake a restricted or controlled activity. The auditor of a company cannot be a director or secretary of that com - pany. 4. Directors and Officers 4.1 Board Structure
through electronic means. However, there may be tax consequences for a company in doing so. Where a company’s articles of association allow, the board of directors may also pass a resolu - tion in the form of a written resolution without the need to convene a physical board meeting. Shareholders There are three types of resolutions which share - An extraordinary resolution is a resolution that has been passed by a majority of not less than 75% of those shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of which seven days’ notice has been given (unless the articles of association require otherwise), speci - fying the terms of the resolution and the intention to propose the resolution as an extraordinary resolution. Special resolution A special resolution is a resolution which has been passed by whatever majority is required for the passing of an extraordinary resolution for which not less than 21 days’ notice has been given. Ordinary resolution holders can validly pass. Extraordinary resolution An ordinary resolution is a resolution which has been passed by a simple majority at a general meeting of which seven days’ notice is given (unless the articles of association require oth - erwise). Anything that may be done by ordinary resolution may also be done by special resolu - tion.
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