GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
apply in the case of a company’s first reporting period. Different rules apply to companies that opt to prepare accounts in accordance with interna - tional 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 Compa - nies Act and the making of any consequential amendments. 6.2 Disclosure of Corporate Governance Arrangements Under the Companies Act, “mainstream com- pany” whose securities are admitted to trading on a regulated market is required to include a corporate governance 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 reference to the following, where applicable: • the corporate governance code to which the company is subject; • the corporate governance code which the company may have voluntarily decided to apply; and • all relevant information about the corporate governance practices applied beyond the requirements under Gibraltar law. “mainstream company” is defined under the Companies Act as a company which is neither a public company limited by shares or by guar - antee nor a private 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. 6.3 Companies Registry Filings
In addition to the annual return and annual account filing obligations described under 6.1 Financial Reporting , companies are also required to deliver certain information to Com - panies House when particular changes occur within a company. Examples of event-driven fil - ings include: • changes to the articles of association; • a change of company name; • allotment of shares; • giving, varying, revoking or renewing a direc - tor’s authority to allot relevant securities; • the making of a statutory declaration by the directors of the company to give financial assistance; • a purchase of the company’s own shares through financial assistance; • consolidating, dividing, converting, re-classi - fying, subdividing, redeeming, cancelling or re-converting stock into shares; • increasing the share capital beyond the regis - tered 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 capital; • 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 com - pany; • dispensing with the requirement to hold an annual general meeting; • the passing of any special resolutions or extraordinary resolutions;
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