Gibraltar company formation: Legal requirements and business structures 

• Gibraltar company formation is a choice that the companies wish to have for their strategic place with a free regime. Gibraltar had the formation of 312 new companies in March of 2025, which portrays its appeal as a jurisdiction for business incorporation. Legal compliance and available legal structures are key points of consideration for any entrepreneur planning a presence there. Gibraltar’s English common-law-based legal system offers a reassuring and established backdrop.  

• Private companies limited by shares, companies limited by guarantee, and limited liability partnerships are among the business structures on offer, each with varying degrees of liability and appropriateness for a range of business purposes. Foreigners can register company in Gibraltar by following the guidelines. Understanding the nuances of each structure is important to ensure compliance and trouble-free operation. Here in this blog, we at Tetra Consultants will explain Gibraltar company formation legal requirements and business structures, providing you with the information to make an informed decision. 

Legal requirements for Gibraltar company formation 

• Select a distinctive name in English that ends with “Limited” or “LTD” and make sure it is accepted by the Gibraltar Companies House, some words are restricted and require a special license. 

• Draft and file incorporation documents such as the Memorandum and Articles of Association, Declaration of Compliance, Notice of Registered Office address, and notice of initial share capital. 

• Assume at least one director, one shareholder, and one company secretary, they do not have any residency requirements but cannot simultaneously be director and shareholder. 

• Have a registered office address in Gibraltar, being the official address for government and legal correspondence. 

• Grant at least one share with no minimum capital; share capital is denominated in any currency, and shares can be allotted as floating shares. 

• Pay the registration fee and stamp duty when presenting incorporation documents; expedited incorporation is also possible at extra cost. 

• Enforce adherence to the Companies Act 2014, governing directors’ responsibilities, duties, and liabilities, and those of company management. 

• Register the company with the Gibraltar Tax Office as a corporation and as a local tax purpose. 

• Register a business license with the Gibraltar Business Licensing Authority in case the business is to trade or supply services within Gibraltar under the Gibraltar Fair Trade Act 2015. 

• Comply with economic substance requirements by demonstrating substantive economic activity in Gibraltar, e.g., having local staff, office, or active management within the jurisdiction. 

• Keep statutory registers of beneficial owners, shareholders, and directors available publicly in terms of Gibraltar legislation. 

• Hold yearly general meetings as mandated or pass resolutions to waive this requirement for private companies. 

• Give directors’ and shareholders’ identification documents and proof of residential address that are to be subject to anti-money laundering regulation checks. 

• Employ licensed service providers for company management and registration services because only a licensed professional can offer these services for business use in Gibraltar. 

• Comply with the requirements of periodic reporting and filing, for example, to file annual returns and accounts with Companies House Gibraltar. 

Business structures available for Gibraltar company formation 

Private company limited by shares: 

• The most usual type, wherein liability is limited to the amount of unpaid share capital on shares held by shareholders. It needs a minimum of one subscriber and may have a maximum of 50 shareholders. Shares are usually non-transferable save with the consent of the board, thus appropriate for small to medium-sized enterprises and foreign investors. 

Company limited by guarantee (with or without share capital):  

• Generally utilized for non-profit groups or societies, the members guarantee to pay a nominal sum in the event of winding up. It can have or not have share capital and is frequently utilized by clubs, charities, and other organizations not engaged in the distribution of profits. 

Unlimited company (with or without share capital): 

• A rare type in which members are unlimitedly liable for the company’s obligations. This is an appropriate structure for companies that can afford to take full liability in return for a degree of operating flexibility. 

Public Limited Company (PLC): 

• Firms whose shares can be sold to the public. They must have at least seven subscribers and at least share capital (£20,500). PLCs are appropriate for larger businesses wanting to raise capital from the public. 

Sole proprietorship: 

• The most basic type of business, owned and managed by an individual with unlimited liability. Sole traders need to register with the authorities and are taxed individually. 

General partnership: 

• Composed of two or more partners with equal responsibility for business operations and liabilities. Partnerships are transparent for tax, with the partners being taxed individually on their respective share of profits. 

Limited partnership: 

• It is made up of at least one general partner who has unlimited liability and one or several limited partners whose liability is capped at their capital contribution. Limited partners are not involved in management. 

Limited Liability Partnership (LLP): 

• Like a general partnership but gives limited liability protection to all partners, protecting them from other partners’ negligence or bad acts. LLPs offer partnership flexibility combined with limited liability. 

Protected Cell Company (PCC): 

• A dedicated building permitting the segregation of assets and liabilities into distinct “cells” within one corporation. Each cell is independently operating, safeguarding investors by confining liability to assets of their own cell. PCCs are used pervasively in insurance, investment funds, and financial services. 

Subsidiary of a foreign company: 

• Overseas businesses can open branches in Gibraltar through the registration of pertinent documents like incorporation certificates and the appointment of local agents. Branches are not independent legal persons but branches of the main company. 

Conclusion 

• Selecting Tetra Consultants for Gibraltar company formation guarantees an efficient, streamlined, and complete experience throughout. Our total solution package takes in all facets of the procedure, from company registration with the Gibraltar Companies House, to the supply of a local registered office and company secretary, to corporate bank account opening both local and foreign. We also assist with required license applications, work permit processing, and regular compliance like accounting, tax return filing, and auditing.  

• With our experienced staff handling all the administrative and regulatory requirements, you are free to concentrate on expanding your business while we provide assurance that your Gibraltar company is totally compliant with the local legislation. Our efficient system usually allows clients to have their companies up and running without the necessity of traveling. Supported by more than ten years of experience and a worldwide network, Tetra Consultants is your go-to partner for the setup and operation of a successful business in Gibraltar. Reach out to us to use our knowledge and make the company formation in Gibraltar convenient and strategically beneficial. 

• Contact us to know about Gibraltar company formation and our team will get back in 24 hours.