Most businesses trade as limited companies and/or under a specific business name. These businesses are required to register with Companies House Gibraltar.
Trading under a business name
Any business wishing to trade using a specified business name should register said name under the Business Name Act at Companies House. The registration serves to protect the good will related to the name and to prevent other business from using it. Registering a business name is relatively cheap and straight forward and can be done directly with Companies House.
To register a business name you will be required to produce:
- The necessary registration form(s). Downloadable versions of these can be found on the Companies House website: http://www.companieshouse.gi/FBNSel1;
- a copy of the applicant’s passport or identity card;
- a copy of the applicant’s recent utility bill as proof of their residential address;
- a copy of a lease, rental agreement or a recent utility bill relating to the businesses premises as proof of address for the business. The premises must be in Gibraltar.
Once the forms are duly completed, and signed, we would suggest you personally deliver the documents to Companies House and settle the relevant filing fees. The registrar must approve the business name prior to registration.
Usually, names are approved immediately at the registry. Upon registration and payment of the appropriate fee, the registrar will issue a Certificate of Registration of a Business Name. Once registered, the business name is unique to the owner and no one else can use that name. A business name, once registered, cannot be changed, but changes that occur to the details stated in the application should be registered. For example, change of address, change in the nature of the business, addition of new partners, must be notified to the registrar by completing a Form of Change in Particulars and payment of a fee. When the business ceases to exist and the business name is no longer required, a Form of Notice of Cessation of Business has to be presented to the Registrar.
Companies House website includes a circular on Business Names with general information which you may find very useful: http://www.companieshouse.gi/publications/C0027.pdf
Please note that the registration of a business name does not mean that you have a limited company and therefore does not mean that your liability is limited. A business name is simply a trading name used to carry on business using a name other than your own.
Many businesses trade through limited liability companies. The main advantages of trading as a limited company are that the shareholders will have limited personal liability in respect of any liabilities of the company. Other advantages include that the company, as a separate legal person, can hold property in its own name and that the ownership of the company can be divided among multiple shareholders accurately and easily.
The Main function of Companies House is as the registry for all public corporate matters in Gibraltar. As such all newly incorporated companies must be registered with Companies House.
The incorporation of a company is more elaborate and technical than the registration of a business name. You may therefore wish to contact a lawyer, accountant or a regulated Company Manager who may provide you with a range of services, from registered offices to directorships or corporate secretarial services. The Gibraltar financial Services Commission regulates and licenses company managers under the Financial Services (Investment and Fiduciary Services) Act 1989 and provides a useful list of licensed persons on their website: http://fsc.gi/fsclists/listbygroup.aspx?Find=5
Should you wish to incorporate a company yourself, the Companies House website contains downloadable versions of the forms for the registration of a company: http://www.companieshouse.gi/COACTIncSel. Other than the application forms, you will need to file copies of the memorandum and articles of association of the company. For this purpose you may adopt the model memoranda and articles contained in Companies (Model Memoranda & Articles) Regulations 2015: http://www.gibraltarlaws.gov.gi/articles/2014s188.pdf
Please note that a Gibraltar company must have its registered office address in Gibraltar. If you are incorporating the company yourself, you would also need to provide Companies House with proof of address and ID, plus a copy of your rental agreement for the Gibraltar registered office address, or a letter from the persons in control of that address authorising you to use their address as registered office of the company. Please note that only an FSC licensed entity may provide registered offices services.
The standard registration fee for the incorporation of a company is £100 plus £10 stamp duty.
If you opt to carry on business as a Company you will be required to keep Companies House abreast about any pertinent changes to the company, including changes to its shareholders or officers. It is also a requirement to file annual returns and accounts at Companies house yearly.
A partnership describes a relationship between two persons for the purposes of carrying on a business. A partnership is created by default where this happens. These type of partnerships do not require to be registered at Companies House.
It is necessary however to register limited partnerships at Companies House. Such partnerships will have their own legal personality and will consist of at least one general partner and one limited partner. As with the registration of companies, you may want to consider instructing a lawyer, accountant or a company manager to assist you with the registration of these entities.
Companies House Gibraltar is also the Registrar for the following:
- Domain Names
- Trade Marks
- European Economic Interest Groupings
- Limited Partnerships
- Societas Europea
Forms and applications can also be downloaded from the Companies House Gibraltar website.