• Gibraltar Non-Resident Company
• Private Company Limited by Shares
• Company Limited by Guarantee
• The Gibraltar Tax Exempt Company
• The Gibraltar 1992 Company
• Public Company Limited by Shares
• Branch of Overseas Company
• The Qualifying Company
• Protected Cell Company
• Insurance companies
• General Partnership
• Limited Partnership
• Investment Funds
• Foundations
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GIBRALTAR COMPANIES LIMITED BY GUARANTEE
The practical difference between a Company Limited by Guarantee Not Having a Share Capital and a Company Limited by Guarantee and Having a Share Capital (The Hybrid Company)
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The origins of “companies limited by guarantee”, and “companies limited by guarantee and having shares” (which we call hybrid companies because of their mixed type of capital), lie in English equity. The first Companies Act in England was essentially building on earlier trust concepts.
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When one is considering which of the two types of companies to use one must give serious consideration to the legal environment in which you are going to operate. Sometimes the idea of a foundation having shares could be considered as alien to legal thinking in countries of Civil Law. Due to this reason mentioned above it may be more prudent, to use a company limited by guarantee not having a share capital for clients originating in countries with Civil law. The Hybrid Company may be more useful where the client has more experience of Common Law or is otherwise more receptive to such a concept.
The Company Limited by Guarantee in Gibraltar and how it can function as a Foundation
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A body no less well known than the European Union in article 3 of Entities Jurisdique in the Official Journal of the 31st August 1993, No.C236/13 recognised the British Company Limited by Guarantee as the equivalent of the Foundation.
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For all intent and purposes a Company Limited by Guarantee is a Foundation. When a company limited by guarantee has both a share capital and members who do not contribute to the share capital and, therefore, not shareholders it is known as a Hybrid Company. Hybrid companies are rare, since both the United Kingdom and the Republic of Ireland have abolished them, but they exist in Gibraltar and in the Isle of Man as well as in some Caribbean jurisdictions.
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Hybrid companies can provide for the shareholders to be a different group of people to the non-shareholder members. Thus the shareholders could be professional trust administrators, in whom could be vested all the voting and administrative powers, while the beneficial owners could be the non-shareholder members in whom would be vested all the rights to income and capital. By this means we have completely divorced control from beneficial interests.
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It will often be desirable to build into the Articles of Association provisions for the appointment of some form of protector, whose approval must be obtained for the election of the members, and disposal of assets. The protector should, of course, be an independent third party, with a relationship with the beneficial owners, so that he can both protect their interest, and also advise the directors when so requested. Where it is inappropriate to appoint a protector as such, it is possible to have a special class of “shares” whose holders exercise the same function as protector.
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