A Gibraltar private company needs at least one director, and a public company at least two. Directors can be of any nationality and live anywhere. Every company must also have a company secretary, and a sole director cannot fill that role too. Corporate directors are allowed unless the company is regulated by the Gibraltar Financial Services Commission (GFSC). The legal minimum is easy to meet. What takes more thought is where the board actually makes its decisions, because that shapes tax residence, banking and licensing.
At a glance
| Requirement | Position as of October 2026 |
|---|---|
| Minimum directors | 1 for a private company, 2 for a public company |
| Residence or nationality rule | None in company law |
| Corporate directors | Allowed, except in GFSC-regulated companies |
| Company secretary | Mandatory; cannot be the sole director; a corporate secretary must be GFSC-licensed |
| Notifying changes | Within 14 days; £26 per form, plus £26 if filed late |
| Directors’ duties | Common law and equitable duties; not codified in the Companies Act 2014 |
| Tax residence test | Where central management and control is exercised |
How many directors does a Gibraltar company need?
A private company limited by shares can operate with a single director. A public company must have at least two at all times. There is no statutory maximum, and a director does not need to own shares.
Under the Companies Act 2014, anyone who acts as a director counts as one, whatever their title. So does a person whose instructions the board habitually follows. An owner who stays off the register but in practice gives the orders can therefore be treated as a director, with the duties and liabilities that go with it.
One person can be the only director and the only shareholder. That person cannot also be the company secretary, so a one-person company always needs at least one other person or firm involved. Our guide on how to set up a company in Gibraltar covers the incorporation steps.
Can a company act as a director?
Yes. Gibraltar law does not require a company to appoint a natural person as director, so another company, including one incorporated abroad, can sit on the board. According to the Chambers Corporate Governance 2026 guide, this is subject to one important exception: a company that is licensed, authorised, recognised or registered by the GFSC for a regulated activity cannot rely on corporate directors in the same way.
In practice, corporate directors are mostly supplied by licensed company managers. They can give continuity when individuals change. However, they rarely help with tax residence or banking on their own, because what matters is who inside the corporate director actually takes the decisions and where.
Is a company secretary mandatory?
Yes. Companies House Gibraltar guidance states that every company must have a secretary, whether it is private or public. The secretary can be an individual or a company, and the main rules are:
- a sole director cannot also be the secretary;
- a corporate secretary must hold a GFSC licence to provide that service;
- the company’s auditor cannot act as a director or secretary;
- for a public company, the directors must take reasonable steps to ensure the secretary has the necessary knowledge and experience.
For public companies, the guidance treats someone as suitably qualified if they were secretary of a non-private company for at least three of the previous five years, or if they are a barrister, a member of a recognised accountancy body or a member of the Chartered Governance Institute. Directors can also accept other experience they judge sufficient. Private companies face no formal qualification test.
Most owners appoint their company manager as secretary. Published provider prices put a company secretary at about £400–£1,500 a year as of 2026; our guide to what it costs to set up a company in Gibraltar breaks down the full set of fees.
How do you appoint or change a director or secretary?
For a private company, particulars of the first directors and secretary go to Companies House Gibraltar within 14 days of appointment. Later changes are notified the same way, also within 14 days. These include appointments, resignations, removals and deaths, plus changes to a director’s name, address, occupation or nationality.
Each form costs £26. A further £26 supplementary fee applies if the form is filed late. Companies House will generally not accept a form signed only by an incoming officer, as a safeguard against company hijacking, so an existing or outgoing officer normally signs. The annual return then confirms the directors and secretary on its made-up date.
What duties do Gibraltar directors owe?
Here Gibraltar differs from the UK. The Companies Act 2014 does not codify directors’ general duties, which still come from English common law and equitable principles. Both the Chambers 2026 guide and Hassans’ December 2025 note make this point. In summary, a director must:
- act in good faith in what they consider the company’s best interests;
- use their powers only for the purposes for which they were given;
- exercise independent judgement;
- avoid conflicts between their own interests and the company’s, and declare any interest in a transaction;
- act with reasonable care, skill and diligence.
These duties are owed to the company, not to individual shareholders. When a company is insolvent or close to it, the interests of creditors come to the fore. Directors also carry statutory obligations, including keeping registers, filing accounts and returns, and maintaining the company’s beneficial ownership information.
What personal liability can directors face?
The Insolvency Act 2011 lets the court order a director to contribute to the company’s assets for insolvent trading. That applies where, before liquidation, the director knew or ought to have concluded that insolvent liquidation could not reasonably be avoided, and did not then take every reasonable step to limit creditors’ losses. Fraudulent trading can lead to criminal penalties, and after an insolvent trading order the Official Receiver can apply to have the director disqualified.
A company may buy insurance for its directors. It cannot generally indemnify a director against their own breach of duty, although it may cover defence costs where the director wins the case or is acquitted.
How do nominee and professional directors work?
Providing directors, secretaries or registered offices to the public as a business is a regulated fiduciary activity, licensed and supervised by the GFSC. Many licensed company managers offer resident directors, but published prices are rare and fees are usually quoted case by case.
The Financial Services (Fiduciary Services) Regulations 2020 set out what such a director must do. Regulation 11 requires a director appointed by a licensed fiduciary firm to understand the role, keep adequate knowledge of each company’s business and keep full and effective control over it. They may take account of the owner’s wishes but must refuse anything illegal, improper or reckless. Regulation 12 limits powers of attorney to a specific purpose and a defined period, normally no longer than 12 months.
The practical message is that a “nominee” who simply signs what you send is not what the rules contemplate. Nor does that arrangement move management and control to Gibraltar. If you want a local director, expect them to ask questions, read board papers and occasionally say no.
Where is the company tax resident?
Gibraltar treats a company as resident if the management and control of its business is exercised in Gibraltar, or if it is exercised from abroad by people ordinarily resident in Gibraltar. PwC’s August 2026 summary confirms that the test follows UK case law on central management and control. It looks at the highest level of strategic direction, not day-to-day operations.
Board composition is therefore a tax decision as well as a governance one. Useful questions include:
- where board meetings are held, and whether the directors attend in person;
- whether the directors genuinely debate and decide, or approve decisions already made elsewhere;
- where the directors themselves live;
- where minutes, contracts and key records are signed and kept.
Two other rules are easy to overlook. Gibraltar taxes companies only on profits accrued in and derived from Gibraltar, so residence alone does not decide what Gibraltar taxes; see Gibraltar corporate tax explained. And under the 2019 Spain–UK tax agreement, a Gibraltar company incorporated after 16 November 2018 is treated as Spanish resident if, among other tests, most of its executive directors are Spanish tax residents. If anyone on your board lives in Spain, take advice before appointing them. Owners living abroad should also read our guide to owning a Gibraltar company as a non-resident.
What substance do banks and tax authorities expect?
Gibraltar has no standalone economic substance law of the kind used in Jersey, Guernsey or the BVI. Substance is instead tested through the residence and territorial rules, Gibraltar’s anti-avoidance rules and, often more strictly, the requirements of banks and regulators.
- Banks. Banks ask for identity, address and source-of-wealth evidence for every director and the secretary, as well as for owners. Some set residence conditions: NatWest International, for example, requires owners and directors to live in Gibraltar, the Channel Islands or the Isle of Man. See opening a business bank account in Gibraltar.
- Regulators. GFSC-licensed firms, gaming operators and funds are expected to have real management in Gibraltar, with directors assessed as fit and proper. Experienced investor funds, for instance, need at least two GFSC-approved directors, one of them resident in Gibraltar.
- Your home tax authority. If decisions are really made where you live, that country may treat the company as resident there or tax its profits under its controlled foreign company rules.
A credible set-up usually combines directors with genuine authority, regular board meetings held and minuted in Gibraltar, and staff or properly documented outsourcing where the business is carried on. If directors are paid, their fees are generally taxed through PAYE; our guide to paying yourself from a Gibraltar company explains the rules, including the treatment of non-resident directors.
Did the 2026 UK–EU treaty change the rules for directors?
No. The UK–EU treaty, applied provisionally since 15 July 2026, does not change the Companies Act 2014, the secretary requirement or the management and control test. It also left the 2019 Spain tax agreement in force. The main practical gain is a smoother land frontier, which makes it easier for directors and staff living in Spain to attend meetings in Gibraltar. They still need to watch the Spanish residence tests above. For more on running a company here, return to the Gibraltar business hub.