Gibraltar: company accounts, audit and annual reporting

Scope

This Guide addresses ordinary private mainstream companies limited by shares. Section 237 distinguishes mainstream companies from non-profit companies, licensed banks and insurance companies. Public-interest entities are generally excluded from Part VII simplifications by section 237A. The group-accounts section below adds consolidation and exemption tests. Regulated entities and non-profit reporting require separate analysis; do not apply the ordinary-company workflow without checking that scope. Companies Act, sections 237–237A.

Keep books and select the accounting basis

Section 239 requires proper books for five years, covering receipts and spending, goods and services sold or purchased, and assets and liabilities. Keep them at the registered office or another place selected by the directors, accessible for their inspection. This company-law period does not settle longer retention duties under tax or other laws. Companies Act, section 239.

Mainstream companies prepare either section 243 Non-IAS accounts or accounts under the UK-adopted international accounting standards defined in section 237. After choosing IAS accounts, section 238 requires that basis to continue unless a specified change of circumstances permits departure. Do not describe the choice as an unrestricted annual election or assume every reference to international standards means any version of IFRS. Companies Act, sections 237–238.

Prepare the first profit-and-loss account by a date no later than 18 months after incorporation and subsequently for each financial year, with the corresponding balance sheet. Section 240 also governs presentation to the general meeting. A reduced public filing does not remove the underlying accounting obligation. Companies Act, section 240.

Establish size before claiming a filing concession

Schedule 9 uses at least two of three conditions, subject to its exclusions and year-to-year rules:

Classification	Net turnover no greater than	Balance-sheet total no greater than	Average employees no greater than
Micro	£632,000	£316,000	10
Small	£10.2 million	£5.1 million	50
Medium, if not micro or small	£36 million	£18 million	250

These are company-size tests. Net turnover is ordinary goods/services income after trade discounts and sales-based taxes; balance-sheet total is assets, not net equity. Public companies do not qualify in these three categories. For an established company, crossing more than one condition changes classification only after two consecutive years; the first financial year uses that year's conditions. Schedule 9 also proportionately adjusts the specified small/medium turnover limits for a period other than a year. Companies Act, Schedule 9, paragraphs 1ZA–6.

Example: in its first twelve-month year, an ordinary company with turnover £9 million, assets £5 million and 60 average employees satisfies two small-company limits. It can qualify as small despite exceeding the employee limit, subject to the scope exclusions. It has not thereby established an audit exemption.

Under section 254(6), a small mainstream company can elect to deliver only its balance sheet. The abridged formats and associated disclosures still need to comply with the applicable schedules. Record the classification calculation, prior-year position and excluded-status checks before choosing a reduced filing. Companies Act, section 254 and Schedules 9 and 12.

Audit: company size and tax-return evidence differ

Section 255 starts with auditor appointment, subject to section 259. Section 259 requires a small mainstream company and either the specified absence of an income-return obligation or its linked Income Tax Act condition. Section 255(2) also permits a special resolution requiring an audit for the period even where the exemption otherwise applies. A small-company balance-sheet filing alone proves neither of these audit conditions. Companies Act, sections 255 and 259.

There is a material cross-reference problem: section 259(1)(b) names Income Tax Act section 30(1)(c) and describes an unaudited-return exemption. In the current Income Tax Act, paragraph (c) concerns the application to branches, while the substantive lower-income rule is in (bb). This Guide does not silently rewrite the statute or certify a company-law audit waiver. Obtain a legal determination of the exemption before relying on it.

For the tax return, the current section 30(1)(b) requires audited accounts at assessable income at least £1,750,000 for a twelve-month period. Paragraph (bb) requires accounts with an independent accountant's report below that boundary. Shorter periods use the appropriate monthly proportion. This measure is assessable income, not the Schedule 9 net-turnover measure. Income Tax Act, section 30(1)(b)–(cb).

Thus exactly £1,750,000 is on the audited side, and £1,749,999 is below it for a twelve-month period. For six months, £1,750,000 × 6/12 = £875,000, with equality again on the audited side. These examples address the tax-return attachment rule; they do not resolve the company-law cross-reference.

An independent accountant must meet section 30(1)(cb)'s approval, independence and practising-certificate conditions. Below-threshold accounts are signed by two directors or the sole director. Do not assume that any bookkeeper or accountant can issue the required report. Income Tax Act, section 30(1)(ca)–(cb).

Accounts filing and annual return are separate

For the private companies in scope, section 272 allows 12 months after the financial year-end for accounts and reports. The first-year rule also specifies 12 months after that year-end. Section 254 requires the filed accounts to be signed by two directors or, if there is only one, that director. Subject to the applicable concessions, deliver the accounts and required directors' and auditors' reports. Companies Act, sections 254 and 272.

For a 31 December 2025 year-end, the ordinary private-company accounts deadline is 31 December 2026. The supplementary-fee schedule's later 13-month boundary is not a filing extension.

The annual return under section 188 has its own return date, normally the incorporation anniversary or anniversary of the different date used for the last return. It is signed by a director or secretary and ordinarily delivered within 30 days of its made-up date. Section 189 private investment schemes have a distinct rule outside this Guide. The annual return does not replace accounts or the corporate tax return. Companies Act, sections 188–189; corporate tax Guide.

Filing fees and lateness

The published accounts filing fee is £26. Section 426 adds £180.50 when accounts are filed more than 13 but no more than 24 months after the relevant period, and £309 after 24 months. Therefore the published totals are £26 + £180.50 = £206.50 and £26 + £309 = £335. These charges do not exhaust the offence and penalty provisions in section 269. An account filed after its 12-month deadline is late even before the supplementary-fee threshold is reached. Companies Act, sections 269 and 426; Registry fee table.

Auditor appointment and authority

Where an audit is required, section 255 provides annual general meeting appointment until the next AGM. The auditor must have the statutory-audit approval required by section 255(3); membership of an accounting body alone is not the stated approval. A director, officer or secretary of the company is disqualified. The additional partner/employee restriction in section 255(6)(b) has a private-company exception in its wording, but that exception does not itself establish compliance with the separate statutory-auditor approval and independence regime. Verify the actual auditor's approval and independence before appointment. Companies Act, section 255.

For a proposed replacement of a retiring auditor at an AGM, section 256 ordinarily requires member nomination notice to the company at least 14 days before the AGM, a copy to the retiring auditor, and notice to members at least seven days before the AGM. Its subsection (2) contains a specific short-notice-meeting adjustment; do not omit it or assume every shorter notice is invalid. Keep the nomination, dispatch evidence and meeting notice together. Section 256(1)–(2).

Directors can appoint the first auditors before the first AGM and fill a casual vacancy, subject to section 256's provisions. The general meeting ordinarily fixes remuneration; directors can fix it for their first-auditor/casual-vacancy appointments, and the Registrar for a Registrar appointment. If the AGM fails to appoint, section 255(5) permits the Registrar to appoint on a member's application. These mechanisms do not cure an unqualified auditor. Sections 255(5), 256(3)–(5).

Correcting defective accounts or reports

Under section 267, directors who identify that annual accounts or the directors' report failed Part VII requirements can prepare a revision. Once the earlier version has been laid before the general meeting or delivered to the Registrar, revisions are limited to correcting that non-compliance and necessary consequential alterations. It is not a general permission to rewrite a previously filed year for a different commercial presentation. Section 267(1)–(2).

Retain the original, identify each defect and its authority, and reconcile every amendment to that correction. Section 267 also enables regulations governing replacement versus supplementary documents, auditor involvement and communication to recipients. The applicable implementing procedure has not been verified here: confirm the required signatures, audit treatment, notices and filing route before submitting a revision. Do not overwrite the evidential original or assume uploading a revised PDF completes all duties. Section 267(3)–(4). The correction log is recommended working-paper practice, not a statutory form.

Changing the accounting reference period

Section 268 requires a notice to the Registrar identifying a new reference date and whether the current or immediately preceding period is shortened or extended. A previous period cannot be changed through this notice after its accounts/report filing period has expired. Changing a date in accounting software alone is not that notice. Section 268(1)–(2), (5).

Two different extension limits apply:

• A notice is ineffective if given less than three years after the end of an earlier extended reference period, unless the specified group-alignment exception or Ministerial direction applies. The clock runs from that earlier period's end, not from its notice date.
• An extension cannot produce a reference period exceeding 18 months; section 268(6) excepts a company under administration from this particular limit. That exception does not, by itself, waive every other notice condition.

Section 268(3)–(6). The group-alignment provision uses the Act's own definition of an EEA undertaking, which expressly includes an undertaking established under UK or Gibraltar law. Do not substitute a general post-Brexit geographical assumption for that definition. Section 268(4), (7).

Boundary applications: an ordinary company's proposed 19-month reference period exceeds the 18-month limit; an 18-month proposal still needs every other applicable condition. A repeat extension notice only two years after an earlier extended period ended fails the ordinary three-year condition unless a stated exception applies. A late prior-year filing is not remedied by changing that expired prior period under section 268(5). These are applications of separate statutory conditions, not a claim that an unreviewed notice is valid.

Before implementing a date change, record the old/new periods, earlier extensions, scope of any exception, notice and Registrar response, and recalculate the separate filing and tax calendars. The notice's present form, portal process and any special tax-period consequences require confirmation. Do not presume a company-law date change automatically amends a filed tax return or its payment dates.

Group accounts: identify control before testing exemptions

A company that is a parent at year-end ordinarily prepares consolidated group accounts as well as individual accounts. The parent test includes majority voting rights, membership with board-appointment rights, contractual or constitutional dominant influence, voting agreements, actual control or unified management, and indirect subsidiary relationships. A percentage of nominal shares alone is not a complete control test. Record the group structure, voting arrangements and control rights under section 276 and Schedule 20. Sections 276 and 281.

For securities admitted to a regulated market in Gibraltar or the UK, section 281 requires UK-adopted international accounting standards for group accounts. Other parents have the stated Chapter 3/IAS choice; choosing IAS triggers continuing-use rules subject to the specified changes of circumstance. Chapter 3 accounts comprise a consolidated balance sheet and profit-and-loss account, with Schedules 21–22 governing form, content and notes. These group requirements do not replace individual accounts. Sections 281–284.

Small and medium group exemption

Section 292 exempts a qualifying small or medium group only if it is not an ineligible group. Its exclusions cover a member with regulated-market securities and the specified banking, insurance and designated public-interest categories. Check every member, not just the Gibraltar parent. For a medium group using the exemption, the auditors must report whether the company is entitled to it. The section retains named financial-services enactments: their successor-law application to a regulated entity requires separate verification. Section 292.

Section 293 requires at least two of three group conditions, with first-year and subsequent-year continuity rules:

Group	Turnover ceiling, net / gross	Balance-sheet ceiling, net / gross	Employees ceiling
Small	£10.2m / £12.2m	£5.1m / £6.1m	50
Medium	£36m / £43.2m	£18m / £21m	250

“Net” here means after consolidation set-offs and adjustments; “gross” means before them. It does not mean turnover before/after VAT. Aggregate each member's relevant figures, using Schedule 9 and the subsidiary-year rules in section 293(6)–(7). The statute allows the relevant turnover and balance-sheet requirements to be satisfied using net or gross figures. Do not calculate every gross threshold by adding 20%: the published table expressly says £21m, not £21.6m, for medium-group gross assets. Section 293, particularly the table on printed page 237.

First-year example: assume an ordinary eligible group, twelve-month figures and correctly identified consolidation adjustments. Parent and subsidiary turnover of £8m and £4m totals £12m gross; £2m intra-group turnover produces £10m net. Gross assets of £6m less £1m consolidation adjustments give £5m net. With 60 employees, the group passes the two financial small-group conditions and fails the employee condition. It therefore meets the first-year size test, subject to eligibility and the other conditions above. An established group also needs the section 293 continuity analysis.

name: Gibraltar first-year group size aggregation
inputs:
  parent_turnover: 8000000
  subsidiary_turnover: 4000000
  intra_group_turnover: 2000000
  gross_assets: 6000000
  asset_adjustments: 1000000
steps:
  - gross_turnover: parent_turnover + subsidiary_turnover
  - net_turnover: gross_turnover - intra_group_turnover
  - net_assets: gross_assets - asset_adjustments
expected:
  gross_turnover: 12000000
  net_turnover: 10000000
  net_assets: 5000000

Intermediate parents included in larger group accounts

Sections 285–286 provide separate larger-group exemptions. Section 285 concerns an immediate parent established in Gibraltar, the UK or an EEA state; section 286 addresses a parent outside those jurisdictions. Their ownership routes distinguish wholly owned companies, at least 90% ownership with remaining-shareholder approval, and more than 50% but less than 90% where no qualifying shareholder notice requires group accounts. For that last route, holders of at least 5% of total shares can serve notice at least six months before year-end. Apply the statutory attribution rules, rather than looking only at registered direct holdings. Sections 285–286.

For example, exactly 90% ownership belongs to the approval route: silence from the other shareholders does not establish approval. At 89%, a timely notice by holders of exactly 5% defeats the no-notice condition. These examples test one condition only; neither establishes an exemption by itself.

The exemptions also require inclusion of the company and all its subsidiaries in qualifying larger-group consolidated accounts, the specified reporting date, accounting and audit conditions, disclosure of the exemption and parent identity/address, and delivery of the required group accounts/reports within the individual-accounts filing period. Non-English documents require certified English translations. Section 286 has its own accounting-equivalence and auditor-authorisation conditions. Companies with securities admitted to a regulated market cannot use these exemptions. Retain the actual larger-group accounts, audit report, approvals/notices, disclosures and filing receipt. Sections 285(2)–(6) and 286(2)–(6).

Excluding subsidiaries is a separate decision

For Chapter 3 accounts, section 287 starts with all subsidiaries included. Individually immaterial subsidiaries cannot be excluded together if material collectively. Other grounds address severe long-term restrictions, extremely rare disproportionate-cost/delay cases and interests held exclusively for subsequent resale. These are specific conditions, not a general foreign-subsidiary or missing-records exemption. Where every subsidiary qualifies for exclusion, section 287(6) provides the corresponding group-account exemption. Document the ground for each exclusion and the collective materiality assessment; do not transplant these Chapter 3 rules into an IAS consolidation without the applicable standards analysis. Section 287.

Full Schedule 20 control attribution, Schedules 21–22 disclosure and consolidation mechanics, regulated-entity successor legislation and case-specific exemption evidence still need review. This section supplies the statutory decision structure, not an exemption certificate.

Working paper and review

Retain reconciled books, the selected accounting basis, period dates, size-test calculation, audit analysis, board approval, signed accounts, filed copies and receipts. Keep separate calendar entries for accounts, annual return, tax and officer changes. See the formation Guide for initial officer and office filings.

Independent review and professional attestation remain pending. Case-specific group exemptions, specialised entities, complete disclosure schedules and the section 259 cross-reference need further work before this topic is accepted as comprehensive.