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1.1.1. Main Forms of Doing Business

Gibraltar law provides for a number of business forms for investors. These include:

A Place of Business

A registered place of business in Gibraltar can act as a liaison office or non-trading branch of a company. Any company with a non-trading office in Gibraltar is required to register a place of business.

Branch

A formal branch in Gibraltar is an extension of its parent company without its own separate legal status, but may engage in trading activity. Branches are subject to tax.

Private Limited Company

A private limited company established in Gibraltar is considered a separate legal entity.

Key aspects of a private limited company include:

  • May be established as a company limited by share, by guarantee, or both
  • The company is limited to a maximum of 50 members
  • The transfer of shares is restricted
  • Shares cannot be offered to the public

Private Unlimited Company

Private unlimited companies provide no liability protection for its members. It is not a commonly used form. It is most often used where greater flexibility is required in the return of share capital.

Public Limited Companies

A public limited company in Gibraltar is similar to a private limited company, except for a few key differences.

Key aspects of a public limited company include:

  • Shares may be freely transferred
  • The company must have at least 7 shareholders
  • Minimum paid up capital for at least GBP 20,500

European Company

A European company (Societas Europaea) is a unique form of public company that may be operated on a Europe-wide basis. The minimum capital requirement of a European company is EUR 120,000.

Partnerships

Gibraltar allows for the formation of partnerships (general) and limited partnerships.

Key aspects of a partnership include:

  • The business name must be registered
  • The partnership is not a separate legal entity
  • Contracts are entered into in the names of the partners
  • Partners are fully liable for the debts of the partnership

Key aspects of a limited partnership include:

  • Must be formed by at least one general partner with unlimited liability, and one limited partner
  • Limited partners are subject to liability only on their contribution to the partnership
  • A limited company can be a general partner

European Economic Interest Groups (EEIG)

An EEIG can be registered in Gibraltar by natural persons or legal entities from different EU countries. It has a legal personality, but is transparent for tax purposes.

Key aspects of an EEIG include:

  • Must have at least 2 members from different EU countries
  • No capital requirements
  • Members are subject to unlimited liability
  • An EEIG may not hold shares of any of its members
  • Limited to a maximum of 500 employees
  • An EEIG cannot be a member of another EEIG

Sole proprietorships

An individual person can establish a sole proprietorship in Gibraltar. As the sole owner of the business, they are subject to unlimited liability.