Bookkeeping Rules for Gibraltar Companies | What to Know

Accounting and Bookkeeping Obligations for Gibraltar Companies: An OverviewCopy link to section

Every company incorporated on the Rock must keep proper accounting records, prepare annual financial statements that give a true and fair view, and file those statements with the registry each year. Accounting and bookkeeping in Gibraltar rests on the Companies Act 2014, which follows UK company law closely, with the audit and corporate reporting framework drawn together under the Financial Services Act 2019. The duty falls on the company itself and, in practice, on its directors, regardless of where the owners or directors are based.

This article explains what records you must maintain, how long to keep them, which accounting standards apply, how company size dictates what you prepare, when an audit is required, and the practical mechanics of filing. It is written for non-resident owners and their advisers who control a Gibraltar entity from abroad and need to keep it in good standing.

The Legal Framework: Companies Act 2014 and the Financial Services Act 2019Copy link to section

The accounting and corporate reporting regime sits mainly in the Companies Act 2014 and the regulations made under it, supplemented by the Companies (Accounts) Act 1999 and the Companies (Consolidated Accounts) Act 1999. Part 8 of the Companies Act sets out the duty to file accounts, and Part VII prescribes the accounting principles, layout, and notes.

The Financial Services Act 2019 consolidated some 90 separate pieces of legislation into a single framework and took effect on 15 January 2020. Part 24 of that Act, along with sector-specific regulations, governs audit and the supervision of auditors.

Two authorities matter most to you. The Registrar of Companies at Companies House Gibraltar receives your statutory accounts; the Commissioner of Income Tax at the Income Tax Office receives the tax-related accounts and return.

The Gibraltar Financial Services Commission, known as the GFSC, supervises auditors, banks, company managers, and other regulated firms. Auditors of entities raising capital on a regulated market must be registered with it.

Even though Gibraltar left the EU framework after 31 December 2020, it continues to apply, through its own legislation, the EU rules on accounting, corporate reporting, and audit. For a foreign owner this means the reporting standards remain familiar and aligned with established European practice.

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Accounting Records You Must KeepCopy link to section

Your company must record all money received and spent, all goods and services bought and sold, and the assets and liabilities tied to the business. The records have to be good enough to show and explain every transaction and to reveal, at any time, the financial position of the firm with reasonable accuracy.

If the business deals in goods, the records must also include statements of annual stocktaking. Except for ordinary retail sales, you must keep statements of goods bought and sold in enough detail to identify the goods, the buyers, and the sellers.

These are continuing obligations. The books cannot be reconstructed once a year at filing time; they must be kept current throughout the period so that the company's position can be established whenever it is needed.

Where and How Long to Retain Your RecordsCopy link to section

Records must be held at the registered office in Gibraltar, or at another place the directors choose, provided they remain available for inspection. For a non-resident owner, this usually means the records sit with a local administrator or service provider who maintains the registered office.

There is no single statutory retention figure that fits every case, so the practical rule comes from the tax window. The Income Tax Office may open an enquiry into a company's return within 12 months of the filing date, and the Commissioner has up to six years from the date of assessment to revise an incorrect one.

That six-year window sets the floor in practice: keep records for at least six years. Where an incorrect assessment results from fraud, wilful default, or neglect, no time limit applies at all.

Licensed fiduciary services providers face an explicit five-year retention rule under the Fiduciary Services Regulations 2020, in line with FATF standards. For most trading companies, the longer six-year period governs.

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Applicable Accounting Standards: FRS 102 and IFRSCopy link to section

You may prepare financial statements under full IFRS or under Gibraltar GAAP, which centres on FRS 102, the financial reporting standard applied across Great Britain and Ireland and adopted on the Rock. FRS 102 has applied in Gibraltar since 2016 and is built on the IASB's IFRS for SMEs, with amendments for UK and Irish use.

Smaller entities have a lighter option. A micro-entity may apply FRS 105, the standard written for the micro-entities regime, instead of FRS 102.

Whichever route you take, the accounts must give a true and fair view of the company's assets, liabilities, financial position, and profit or loss. Companies listed on an EU market may have to give the relevant listing authority additional assurance that their accounts comply with IFRS as issued by the IASB.

A point to plan for: FRS 102 underwent its second periodic review, with significant amendments published in March 2024. The major changes to lease and revenue recognition take effect for periods beginning on or after 1 January 2026, so owners should review how those rules affect their accounts before that date.

Preparing Annual Financial Statements and the True and Fair ViewCopy link to section

Each year, the company must draw up annual accounts and file them with the Registrar. Part VII of the Companies Act prescribes the accounting principles, the layout of the balance sheet and profit and loss account, and the content of the notes.

The directors are responsible for preparing and filing the accounts. That duty does not shift to an accountant or administrator; it stays with the board, which matters where directors sit outside the jurisdiction and rely on local agents.

Larger companies must also produce a directors' report covering, among other things, a review of how the business developed and the important events of the financial year. A public company files the same full set as a large company, whatever its size.

Where your company has subsidiary undertakings, the Act requires consolidated accounts: a consolidated profit and loss account, a consolidated balance sheet, and notes. Non-resident owners who place a Gibraltar company inside a wider group should check whether group consolidation is triggered.

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Company Size Classification: Micro, Small, Medium-Sized and LargeCopy link to section

Size determines almost everything about what you file, and the categories are defined in Schedule 9 of the Companies Act 2014. Companies fall into four bands: micro, small, medium-sized, and large.

Classification turns on three measures: net turnover, balance sheet total (net assets), and average number of employees. A company must satisfy two of the three limits in both the year in question and the preceding year to qualify for a given size.

There is a buffer against jumping bands on a single year's results. If a company crosses a threshold in only one year, it keeps its existing classification; the change applies only after the limit is exceeded, or no longer exceeded, in two consecutive years.

Public companies and certain financial services firms cannot qualify as small, no matter their figures. A public company is treated as a large company throughout the Act.

What Each Company Size Must Prepare and DiscloseCopy link to section

The filing burden lightens sharply for the smaller bands. Micro and small companies file an abridged balance sheet only; they need not deliver a copy of the directors' report or the profit and loss account to Companies House.

Medium-sized companies file broadly as large companies do, but the profit and loss account may be in abridged form. The full set otherwise includes a balance sheet, the abridged profit and loss account, a directors' report, and an auditors' report.

Large and public companies file the complete package: balance sheet, profit and loss account, directors' report, and auditors' report, with no abridgement.

Remember that the tax filing with the Income Tax Office is a separate exercise governed by assessable income, not just by Companies House size rules. Since 1 January 2011, companies submit their tax return on form CT1 together with supporting documents.

For a company with no assessable income on the Rock, what it files is set purely by its Companies Act size; a micro or small company in that position attaches its abridged balance sheet to the tax return.

Audit Requirements and Exemption ThresholdsCopy link to section

Audit obligation runs along two tracks, and it pays to keep them apart. Under the Companies Act, every limited company must appoint auditors and have its accounts audited unless it qualifies as small; medium-sized and large companies, and any entity preparing consolidated accounts, require an audit.

Separately, the Income Tax Office uses an assessable-income test for what accompanies the tax return. For accounting periods ending on or after 1 July 2024, companies with assessable income above GBP 1.75 million must file audited accounts with the return; below that figure, an Independent Accountant's Report may accompany the accounts instead.

The small-company audit exemption can be overridden from inside the company. Members holding at least 10% of the nominal value of issued share capital, or 10% of any class of shares, can demand an audit even where the exemption would otherwise apply.

Group structures carry their own rule. Small groups are exempt from auditing consolidated accounts, and a company may avoid audited accounts where all members agree, provided the parent is governed by the law of an EEA member state, guarantees the company's commitments, and includes it in filed consolidated accounts.

One further point for regulated activity: an auditor for a business raising capital on a regulated market on the Rock must be registered with the GFSC.

The Independent Accountant's Report AlternativeCopy link to section

For companies whose assessable income falls below GBP 1.75 million, the accounts filed with the tax return can carry an Independent Accountant's Report rather than a full audit. This route has applied since 1 July 2022, when the threshold stood at GBP 1.5 million, before the increase to GBP 1.75 million from 1 July 2024.

The report is not a statutory audit. It is a lower-level assurance engagement in which an accountant reviews the accounts and confirms they are consistent with the underlying records and comply with the relevant accounting standards.

The practitioner does not have to be a registered auditor, though in practice they are typically a licensed accountant or fiduciary services provider, or a member of a recognised professional body. The report option exists only where there is assessable income; a company with none follows the size-based Companies Act rules instead.

Bookkeeping in Practice: Systems, Currency and Common PitfallsCopy link to section

A recurring source of error for foreign owners is treating one filing as both. Filing accounts with Companies House does not file the tax return: accounts go to the Registrar, and the CT1 goes to the Income Tax Office, at different times.

The deadlines differ accordingly, and missing either carries consequences. Note too that penalties are automatic, with no grace period and no warning, so do not rely on a reminder arriving.

Accounts can be filed in GBP, GIP, USD, EUR, JPY, or CHF. Where the currency of the accounts differs from the currency in which share capital is issued, the notes must disclose the share-capital currency and the conversion rate used; for companies other than small ones, the original-currency share-capital amounts and the exchange rate must appear in the notes.

The accounting reference date marks the end of your financial year, and form ACC70 changes it. Companies House offers e-filing through its e-Registry platform, and a director must obtain a Unique Identifier, the UID, to use the system.

• Under section 411 of the Companies Act, the Registrar may strike a company off the register where no annual return has been filed for the previous three years. Persistent non-filing therefore risks losing the company itself, not only a fine.

Small companies can often keep their books in accounting software or even a structured spreadsheet. The detail expected scales with the business: a dormant or low-activity entity needs far less than an active trading firm with stock and group subsidiaries.

ConclusionCopy link to section

The accounting duties here are familiar to anyone used to UK reporting, scaled by company size, and lighter for small entities that file little more than an abridged balance sheet. The structural trap is not the standard itself but the split between two offices and two deadlines, with automatic penalties and, after three years of silence, the loss of the company by strike-off.

Decide early which size band your firm sits in and whether assessable income on the Rock pushes you over the GBP 1.75 million audit line, then put a local administrator in place to keep records current and both filings on time.

How Expanship Can Help Your Business in GibraltarCopy link to section

Expanship maintains the accounting records, prepares the annual financial statements, and manages both the Companies House and Income Tax Office filings for foreign-owned companies on the Rock, while supporting the wider compliance needs of an entity run from abroad.

• Company incorporation and structuring
• Registered agent and registered office services
• Ongoing compliance and filing management for both Companies House and the Income Tax Office
• Accounting, bookkeeping, and preparation of statutory financial statements
• Economic-substance and beneficial-ownership support
• Banking introductions for non-resident owners

To discuss keeping your company's books and filings in order, contact Expanship Gibraltar.

Frequently Asked QuestionsCopy link to section