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Company Law

The Gibraltar Companies Act is based on the English Companies Act 1929 but it has, over the years, been amended and updated to suit Gibraltar’s needs.  The current Act was passed in 2014 after recommendations made by a company law reform committee which was chaired by our managing partner, Marc X. Ellul.

The English common law and principles of equity apply in Gibraltar and these, therefore, have a bearing on many aspects of Gibraltar company law.

Corporate & Commercial Services

We provide a wide range of corporate legal services including:

  • Advising on and drawing up shareholder, joint venture and investment agreements.
  • Drafting all nature of contracts and documents for companies including mortgages, charges on shares, releases and discharges of mortgages and charges, guarantees, powers of attorney, company resolutions and minutes.
  • Assisting companies with financing or restructuring including drawing up any required documentation, dealing with banks and financial institutions, registering charges at the company registry.
  • Advising on directors’ duties and liabilities.
  • Advising on corporate governance.
  • Drawing up legal and tax opinions.
  • Advising on Gibraltar anti-money laundering laws and regulations, anti-bribery and anti-corruption law.
  • FATCA and CRS advice.
  • Provision of directors, nominee shareholders and secretaries.
  • Incorporation of Gibraltar companies and tailoring Articles of Association tailored to meet clients' needs including special corporate structures such as companies limites by guarantee and protected cell companies.

Companies Limited by Guarantee with No Share Capital

These are a special form of company usually used by not for profit organisations.  They have members rather than shares.  The members have a series of rights, such as use of common property, but are not entitled to any dividends or to receive any profits from the company.

They are most commonly used in Gibraltar to manage large privately owned housing estates and private buildings whose common areas are jointly owned by several owners.  Our firm represents many such companies.  In 2015, the Gibraltar Government instructed our firm to set up the management companies for two of its large affordable housing estates.  We did this in a modern and practical way tailoring them to the specific needs of managing any estate with hundreds of flats.

Protected Cell Companies

Under the Protected Cell Companies Act 2001 ("PCC Act") one company may segregate its assets and liabilities in different cells.  These are known as a protected cell companies ("PCCs" or "PCC"). A PCC remains a single legal entity and the liability of the company in respect of each cell is limited to the assets attributable to the relevant cell, not for the debts of any other cell.

Many Experienced Investor Funds are set up as PCCs as they can, for example, allow sub-funds to pursue different investment strategies and allow sub funds to be created for different clients. 

The PCC Act states that a protected cell company is a single legal person and that the creation by a PCC of a cell does not create, in respect of that cell, a legal person separate from the company.

 

It is the duty of the directors of a PCC to keep the assets of each cell separately identifiable.  Specifically, they must (a) keep cellular assets separate and separately identifiable from non-cellular assets and (b) keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells.

A PCC may create and issue cell shares in respect of any of its cells.  The proceeds of the issue are comprised in the cellular assets attributable to the cell in respect of which the cell shares are issued.  A PCC may pay a cellular dividend.

The rights of creditors are limited to the assets of the cell of which they are creditors.  In the winding up of a PCC, the assets forming part of the estate shall only be the non-cellular assets.  The winding up shall not terminate any agency, or in any way whatsoever affect the authority or power of any officer, receiver, administrator, servant or agent of the PCC in respect of the cellular assets.

Any liquidator of a PCC has a duty to keep cellular assets separate and separately identifiable from non-cellular assets.  The liquidator must also keep cellular assets attributable to each cell separate and separately identifiable from those assets attributable to other cells.