Gibraltar’s legal system is based on English Common Law, which shapes its company legislation. As a result, Gibraltar hosts a variety of company structures, each with distinct characteristics and purposes.

The most common version is, of course, the familiar entity where shares limit a company’s liability. Typically, one or more shareholders will own the shares, although they may not necessarily be the ultimate beneficial owner. Directors must be appointed and, while Gibraltar has its own company legislation, this type of entity will be managed in a broadly equivalent manner to other Anglo-Saxon jurisdictions worldwide that follow the English model.

A less well-known derivative is a company limited instead by guarantee often used for non-profit organisations or associations. Here, rather than shares, members guarantee to contribute an amount to ensure financial stability in the event of liquidation. Anyone who is a member of a sports club is likely to be such a guarantor – without really knowing it. Here the guarantee might be for a nominal sum, say £1, and that provides its company structure. Although this may sound a little esoteric, guarantee companies are surprisingly common.

Further, there is a “hybrid” version which is a company limited by guarantee, with a share capital. Now maybe less commonly used in tax planning, the hybrid mechanism still exists. Itis also possible to create an unlimited company and again, this can be with, or without, a share capital.

Another specific company type found in Gibraltar is the Protected Cell Company (PCC). As its name implies, separate “cells” operate independently from the others within the company. Each cell may have its own assets and liabilities, which makes it an attractive option for businesses seeking asset protection and regulatory efficiency. PCCs are popular in sectors like insurance, investment funds, or collective investment.

Companies, while being structurally the same, can be used for specific purposes. Examples include:

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-       those established for residential or commercial property holding. This is a good example of how international rules apply – and why clients should use a reputable, regulated corporate services provider to ensure all filing requirements are met and renewed in a timely fashion. For example, if an overseas company is used to hold UK property, this is recorded on the UK’s Register of Overseas Entities (ROE). Additionally, such companies may be responsible for filing UK property tax returns. Those involved in yacht or aircraft ownership must comply with strict regulatory frameworks. This includes ensuring timely registration renewals and appropriate insurance coverage, which vary depending on whether the asset is for private or commercial use.

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-      Companies with a charitable purpose are subject to detailed regulations, often involving complex structures within broader international arrangements for high-net-worth families or holding groups. In such cases, working with a regulated corporate services provider ensures compliance with all relevant tax and legal requirements, offering peace of mind and mitigating risks.

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Gibraltar also appeals to investment managers seeking a stable regulatory environment and tax efficiency. Investment companies manage private or public equity funds and portfolios invested in diversified assets such as real estate, bonds, and cash.

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While partnerships and companies may seem similar, especially where a partnership is referred to as ‘a firm,’ there is a critical distinction – liability. In a company, liability is limited (this, after all, is what limited means in a company name), but in partnerships, partners are usually personally liable for the firm’s obligations, and this is typically unlimited.

All these company types and their derivatives are found in Gibraltar and, with decades of combined experience, the Acquarius team is well-equipped to navigate the well-regulated corporate legislative framework, ensuring clients receive top-tier advice and services tailored to their needs.

Under Gibraltar legislation, a company secretary is a legal requirement whereas in some countries, including the UK, it is not.

Company services provided by Acquarius are bespoke and vary depending on the clients’ requirements and needs. At minimum, Gibraltar company managers should undertake key fiduciary duties, including providing are registered office, appointing directors, organising regular board meetings, managing nominee shareholdings, and maintaining a register of ultimate beneficial owners. And please never refer to the non-existent concept of “nominee directors.” There is no such thing. Local directors are essential for good corporate governance and Acquarius takes its fiduciary duty extremely seriously. We will prepare and file annual returns and provide local company secretarial services, ensuring the Registry reflects a current snapshot of the companies under our management at all times.

Our clients value our long-established relationships with both local and international banks, which allow us to assist with opening and managing accounts for Gibraltar-based companies. This service ensures a smooth financial setup, helping them integrate their business operations seamlessly.

As Gibraltar attracts more businesses seeking to establish a permanent presence, creating “substance” locally becomes a priority. Acquarius can assist clients to secure suitable office premises, hire staff, including registering these with the Employment Board (ETB), and apply for relevant licenses with the Office of Fair Trading (OFT). We have the added benefit of a close relationship with Savills, experts in local property, to assist with commercial and residential property solutions for growing businesses.

In addition to the above, Acquarius offers comprehensive accounting services, ranging from the preparation of simple balance sheets to full financial statements. Regular management accounts can also be prepared either on a fixed monthly / quarterly basis or at other specific points as determined by client needs. Acquarius will prepare and file Gibraltar corporate tax returns and can assist with the filing of externally prepared accounts.

The scope of available services is as diverse as our clients’ needs. To learn more about how Gibraltar companies, of any type, can support your business objectives, we invite you to contact us for a no-obligation consultation. Jean-Paul Sartre famously said: “If you are lonely when you’re alone, you are in bad company.”  At Acquarius, we ensure our clients never feel alone; we provide expert guidance every step of the way – and we are exceptionally good company to keep.

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