Gibraltar: The Gibraltar Companies (Accounts) Ordinance 1999

Last Updated: 20 October 2010
Article by Jonathan Stagnetto

Accounting And Disclosure Requirements

The Companies (Accounts) Ordinance 1999 implemented the EU 4th and 7th Directives which require public disclosure of certain corporate financial information on an annual basis.

The manner in which the law has been adopted in Gibraltar takes advantage of all exemptions available to smaller companies, both in the amount of details that need to be shown, and in the requirements for an annual audit as set out below. In addition there are transitional provisions in place which mean that no accounts have to be filed until a company reaches a trading period commencing on or after 1st April 2000. Hence, as an example, if a company has a 31st March year end, the first accounts that will need to be filed will be those ending on 31st March 2002. These accounts must be delivered to the Gibraltar Companies Registry not later than 13 months after the end of the relevant financial year (in our example not later than 30 April 2003).

It is important to note that these rules relate to the filing of corporate accounts at the Gibraltar Companies Registry ONLY, and have no bearing whatsoever with any fiscal obligation to file accounts with the Gibraltar Income Tax Office.

What Information Is Required

Medium Sized Companies

The definition of this type of company is one that fulfils 2 of the following criteria:

  1. A turnover less than or equal to GBP £19.2 Million.
  2. A Balance Sheet total less than or equal to GBP £9.6 Million.
  3. An average number of employees less than or equal to 250.

These companies may provide abridged Profit and Loss Accounts. More details may be provided on request.

Small Sized Companies

The definition of this type of company is one that fulfils 2 of the following criteria:

  1. A turnover less than or equal to GBP £4.8 Million.
  2. A Balance Sheet total less than or equal to GBP £2.4 Million.
  3. An average number of employees less than or equal to 50.

Most companies incorporated in Gibraltar will fall into this category. These companies need only file a Balance Sheet which will be required to be signed by a maximum of 2 Directors or, in the case of companies with only 1 Director, by the Sole Director.

No audit of this type of company is required unless there is trading with Gibraltar customers (i.e. the selling of local goods and services to local residents), and there is no need for the preparation of a Directors Report.

The minimum contents of the Balance Sheet are as follows for companies qualifying as small, and have been laid-out in the Sample Format Balance Sheet attached to this Information Sheet:

  1. Called up Capital not paid
  2. Fixed assets (separating Intangible, Tangible and Investments)
  3. Current Assets (disclosing figures for Stock, Debtors, Short Term Investments and Bank Balances)
  4. Prepayments and accrued income
  5. Creditors due within one year
  6. Creditors due after more than one year
  7. Provisions and charges
  8. Accruals and deferred income
  9. Capital and reserves (showing separate reserves)

Unlimited Companies and Limited Partnerships are exempted from having to file accounts unless their members are:

  1. limited companies or,
  2. unlimited companies whose members are limited companies.


There is a general exemption available to subsidiary companies where the parent is within the EU and subject to the requirements to prepare full consolidated accounts. There must be an annual declaration by the members to apply the exemption and the parent company must declare that it guarantees the commitments entered into by the company. The exemption must also be disclosed in the notes on the consolidated accounts of the parent company.

This exemption does not apply to a company listed on a stock exchange in any EU Member State.

The same exemptions apply to small groups as to small companies (identical criteria for qualification, but applying to the aggregate figures for all companies within the group).

What Are The Penalties For Failure To Comply?

Six months after the due date for filing, the Companies Registrar may choose to inform the Minister responsible of a company's failure to file accounts. The Minister may then demand a GBP £100 penalty fee. If this penalty is paid within one month and the accounts are delivered within 12 months of then date of penalty, then no further action will ensue.

If the company fails to pay the penalty, then the Registrar may proceed against its officers for an offence and a fine (currently up to GBP £500) may be imposed. It is not clear what the penalty for continued failure to file accounts would be, but there is no specific mention of anything further than a level 3 fine (GBP £500) being imposed.

Are There Any Advantages To Filing Accounts?

The filing of accounts at the Companies Registry will give added credibility to a company and ensure compliance with EU law giving rights of freedom of movement and establishment within the EU. It will also serve to elevate the international profile of Gibraltar as a well-regulated and reputable jurisdiction.

The requirement that the accounts be signed by the Directors reinforces the fact that the Board have actual management and control of the company, and through the use of abbreviated accounts, no disclosure of ultimate beneficial ownership is required.

Is There An Alternative?

We do not believe that these new requirements are fundamentally detrimental to our clients interests. However, if they are not acceptable to you, we can always arrange for a new company to be established in an alternative jurisdiction where accounts are not required to be filed and/or re-domicile your existing company to a preferred jurisdiction.

What Do We Require From You?

In order to prepare accounts we need you to provide us (in cases where we do not already operate and manage bank accounts) with information as to the company's financial operations throughout the chosen financial year. If you are already maintaining books of account elsewhere, there are no requirements to keep the records and documents in Gibraltar.

All that we require will be for the Directors to enter the balances on our Sample Balance Sheets from which we can then prepare the final document for filing at the Companies Registry for a nominal fee.

Where the company is large enough to require an audit, this can be carried out by your usual auditors locally, and we can then arrange for the review and signing of the report by a Gibraltar registered auditor.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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