Laura Fuhr explains why Gibraltar companies must demonstrate real substance, not rely on shell or virtual office models, to remain compliant.
November 3, 2025
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3
min read
Gibraltar companies are what we do – they are part of our DNA and alongside Gibraltar trusts, they remain at the heart of Acquarius’ expertise. The global financial landscape has changed immensely over the last two decades, particularly in relation to company incorporation and management. Gibraltar continues to lead from the front, adapting swiftly to meet evolving international standards. This is key to why our clients choose to establish their structures here: confident that they are building on a rock-solid, compliant foundation.
The Illusion of the “Cheap and Cheerful” Company
When speaking to new clients or their advisers, I am often told that they need a “cheap and cheerful” Gibraltar company without independent or local directors, and no on-the-ground management. “We’ll handle that ourselves,” they say.
But this approach can be risky. These “shell” entities may meet basic legal requirements, yet they offer little real substance or economic activity – if any at all. Dire consequences may result including increased scrutiny, higher compliance risks, and potential tax complications.
I have been following efforts by the EU Commission over the last four years to prevent the misuse of shell entities for tax purposes. Known as the “Unshell proposal,” in June 2025 the EU suspended laying down new rules in favour of achieving the same result by introducing changes instead to the DAC6 (the EU Directive relating to the automatic exchange of information.)
Interesting though that this is, it is not strictly relevant to us as Gibraltar is not part of the EU. Moreover locally, and certainly here at Acquarius, we have already gone much further. Not only are “shell companies” unlikely to be of much practical use these days but their oft-touted successor – the “virtual office” – is no longer a realistic solution either.
The Virtual Office Fallacy
When clients say they will “handle that themselves,” this often means appointing a director based in a high-tax jurisdiction, such as the UK, and overlooking the consequences this may have for where the company is managed and controlled. There are cases where interposing a Gibraltar company makes sense – but only if structured carefully with professional advice to avoid potentially serious tax or compliance issues later.
There are also circumstances where clients may legitimately manage a company “onshore.” However, in most situations, the best long-term solution is to establish true substance from the outset – including professional local directors and an operational base in Gibraltar. That leads us to the question: what exactly is a “virtual office,” and why does it no longer suffice?
The concept is appealing. A corporate services provider offers a low-cost “office” – often little more than a mailing address and phone number – suggesting that this creates a Gibraltar presence without the cost of physical infrastructure or staff. These arrangements evolved from the old “brass plate” model once so popular. But the world has moved on; regulators and tax authorities are looking for something far more substantial. A company with only a virtual address, no local management, and no operational footprint is unlikely to pass modern substance tests. The solution lies not in appearances but in authentic, demonstrable presence.
Creating Genuine Substance in Gibraltar
Building the right level of physical and operational presence depends on each company’s goals, sector, and regulatory needs. It might involve dedicated office space, professional local managers or the right staffing model to demonstrate real management and control from Gibraltar.
Only firms authorised by the Gibraltar Financial Services Commission can offer registered office services – and with good reason. Incorporation is just the beginning.
The good news is that Acquarius can oversee every stage in the process. Our team manages statutory records, oversees filings and annual returns, and provides direct support in establishing the level of permanent establishment (PE) each client needs.
With decades of local and international experience, Acquarius combines regulatory knowledge with a forward-thinking mindset. And where external support is needed, such as sourcing office premises or specialist personnel, we collaborate closely with trusted local partners to deliver complete, seamless solutions.
The Future Is Substance, Not Virtual
Shell companies belong to the past, and “virtual offices” are rapidly heading the same way. For international financial centres such as Gibraltar, the future lies in substance, permanent establishment, and physical presence. Acquarius has the people, experience, and partnerships to guide you every step of the way.
Contact us today for an initial, no-obligation discussion about how we can help you build genuine, compliant, and sustainable corporate structures here in Gibraltar.