GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
• a change among the company’s directors or in any of the particulars contained in the register of directors; • 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 refer - ence 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 imposes a 30-day filing period. A mainstream company’s accounts must be filed with Com - panies House once for each financial year of a company. The period allowed under the Com - panies 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 require - ments 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: • if more than 12 months but not more than 24 months after the end of the financial period to which they relate, a fee of GBP125 will be incurred; or • if more than 24 months after the end of the financial period to which they relate, a fee of USD175 will be incurred.
Under the provisions of the Companies Act, annual returns must also be filed within 30 days after the first or only general meeting in the year, and the company must forward to the Registrar a copy signed by a director, by the manager or by the secretary of the company. Failing to com - ply with such requirements means that the com - pany and every officer of the company who is in default shall be guilty of an offence and liable on summary conviction to a fine at Level 4 on the standard scale and a daily fine at Level 3 on the standard scale. All documents filed with Companies House are publicly available. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors Unless a company qualifies as a small company (as defined under the Companies Act), the share - holders must, at each annual general meeting, appoint an auditor or auditors to hold office until the next annual general meeting. Prior to the first annual general meeting, the first auditors of the company may be appointed by the directors at any time before that meeting, and auditors so appointed shall hold office until that meeting. The auditors may be removed by the shareholders, who may appoint a replace - ment auditor. If a company qualifies as a small company and certain other conditions prescribed under the Companies Act are met, the requirements of the Companies Act relating to the appointment of auditors and the audit of accounts in respect of the applicable financial year shall not apply to that company.
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