Professional Company Director Services in Gibraltar

About

Every Gibraltar company must have at least two directors, except for private companies which must have one director. Every company must also have a secretary. It is important to note that a sole director cannot not also be the secretary.

A ‘director’ includes any person who occupies the position of a director, whatever the actual job title, and any person in accordance with whose directions and instructions the directors of a company are accustomed to act.

In the case of a corporation, its corporate name and registered or principal office should be stated.

There is no requirement for Gibraltar companies to have Gibraltar-resident directors, but Sovereign provides local directors for many of the companies that we incorporate to ensure that their affairs can be properly managed and controlled from their place of incorporation. This service is often combined with our other company management and/or our domiciliation services.

Central management and control

To ascertain who exercises ‘central management and control’ and where it is exercised, onshore tax authorities will typically seek to ascertain whether the directors in fact exercise central management and control and determine where the directors exercise this control. This is not necessarily where board meetings are held.

If they establish that the directors do not exercise control, onshore tax authorities will then seek to establish where and by whom it is exercised.

To avoid being deemed to be tax resident elsewhere, a Gibraltar company should conduct its affairs in a way that demonstrates show that its key strategic decisions are taken in Gibraltar and it is helpful if the company is unambiguously resident in Gibraltar.

Board meetings

It is best practice, therefore, that most, if not all, of the company’s board meetings should be held in a Gibraltar and that board meetings should be sufficiently frequent to enable the directors to exercise control over the strategic affairs of the company.

A board should consist of directors with sufficient knowledge, experience and expertise to manage the strategic affairs of the company.

Full and accurate minutes of each board meeting should be taken. These should note the time and place of the meeting, and who was present, and also record what was resolved and the reasons for such resolution. To provide evidence of the board’s independence, discussion should be minuted, noting questions raised and any amendments to proposals made by the directors.

Copies of any notices, agendas and other documentation circulated to directors should be retained at the company’s registered office. Documents relating to any key decisions should be executed in Gibraltar by a member or members of the board.

Company infrastructure

There should be a suitable company infrastructure in Gibraltar. The company secretary should be resident in Gibraltar and accounting records, corporate records and other significant original documents should be maintained in Gibraltar.

All finance documents should be executed in Gibraltar. Funds paid to the company should be received in a corporate bank account in Gibraltar or offshore and all invoices issued to or by the company should show the company’s address in Gibraltar.

Sovereign Professional Directors

Sovereign Trust (Gibraltar) Ltd can provide experienced and knowledgeable professional directors that understand the needs of corporate structures. We will also consider providing individual non-executive directors on a case-by-case basis.

Before any of our directors can be appointed, we need to have a thorough and comprehensive understanding of the company and its business, as well as the reason that our services are required.

Our directors are required to meet their directors’ duties, which require them to exercise independent judgment. It is a condition of any appointment that the director(s) are able to exercise their independent judgment and are fully involved in any decision.