The purpose of this page is to make sure that the application process is fully understood.
This section sets out:
- What is a Company Manager?
- What would this Licence allow you to do?
- Capital Requirements
- What do you need to submit?
A company manager provides company or corporate administration by way of business.
What would this Licence allow you to do?
A company manager may be authorised to carry out a range of activities, which includes, but is not limited to:
- the formation, management or administration of companies, partnerships or other unincorporated bodies
- provision of corporate or individual directorship services
- provision of corporate or individual secretary or in any other capacity as officer of a company, partnership or other unincorporated body other than a director
- provision of nominee services, including (without limitation) acting as or providing nominee shareholders; and
- provision of Registered Office facilities.
The licencing and regulation of a company manager falls within the scope of the Financial Services (Investment and Fiduciary Services) Act 1989 ("the Act"). Company managers should ensure that they comply with all subsidiary legislation to the Act
Only one licensee within a group of Class VIII is required to be capitalised at the minimum regulatory requirement.
An applicant shall, unless previously agreed in writing by the GFSC, have a paid-up share capital of substance depending on its business which shall not be less than £10,000.
In addition to the above capital requirement, an applicant shall be expected to maintain a minimum level of financial resources equivalent to 3 months’ worth of operating expenses (or as projected at application) and the measure of these financial resources shall be the net asset figure in the applicant’s balance sheet.
Firms holding multiple licences, other than Class VIII licences, may be required to hold the aggregate of the capital required for each licence prior to being permitted to conduct the proposed activity, and on an ongoing basis. The level of capital in these cases will be considered by the GFSC on a case by case basis. It is advised that you discuss this with the GFSC ahead of your application.
What do you need to submit?
Individuals applying for a licence to provide directorship services in an individual capacity are only required to submit an Individual Application Form.
It should be noted that individuals requesting a licence are required to be associated to and provide services to an already regulated company manager.
An application pack is required to be submitted with all the relevant documents.
An application will not be considered complete if there are any outstanding documents.
The application pack must consist of:
- Application Fee
- Application Form
- Business Plan
- Financial projections for the next 3 years
- Profit and loss account
- Balance sheet
- Returns (these need to be on a quarterly basis for the first year and then annually for the following 2 years)
- Individual Questionnaire (for each individual holding a notifiable position)
- Body Corporate Questionnaires (for each entity holding a notifiable position)
- Trust Questionnaire (if applicable)
- Mapping assessment of how the application meets the relevant legislative threshold requirements (i.e. statutory/regulatory criteria for licensing under relevant Act/s)
Any other document the applicant considers the GFSC should take into consideration as part of the application.
The business plan should clearly and comprehensively set out:
- How the firm will comply with the anti-money laundering requirements
- Target market and how clients will be sourced
- Risk management function
- The firms risk appetite
- Corporate Governance arrangements
- Compliance arrangements
- Details of any outsourcing arrangements and how the firm will monitor and oversee these, including the controls implemented by the firm on these arrangements
- How the firms complies with the mind and management requirements in Gibraltar
- How the firms complies with the legislative requirements, in particular with the protection of consumers.
The GFSC will be seeking evidence that the firm has considered the risk, compliance and operational issues associated with the proposed activities, as well as evidence that these have been documented and implemented.
Applicants should ensure that the business plan is coherent with the firm’s risk appetite and capacity.
Should you get an error when opening any of the forms, please check the FAQ tab for guidance on how to override this.
Documents referred to in the application form must be clearly referenced to help us process the application swiftly.
RGP Vetting Form
Please note that an 'Individual Questionnaire' or a 'Notifiable Document' MUST be accompanied by a Royal Gibraltar Police vetting application form.
(i) The enquiry form must be completed by the applicant in full with BLUE INK on an original form (scanned copies will not be accepted by the RGP)
(ii) £10 will be required to be submitted with the form
||Body Corporate Questionnaire
||Individual Application Form
Where a trust is proposed as part of the shareholding structure of an applicant, the GFSC will need sight of a comprehensive explanation setting out the rationale for the use of such a vehicle within the structure.
Furthermore, the following is required to be submitted together with the Questionnaire
- Copy of the trust deed
- A written undertaking from the respective trustees to the effect that:
- the provisions of the trust(s) in respect of beneficiaries, trustee(s) and terms of settlement are as contained in the relevant deed(s) dated [xxx],
- the resignation of any trustee and, where appropriate, protector will be notified to the Commission forthwith,
- no other trustee(s) or any additional or different protector(s) will be appointed, without the prior approval in writing of the Commission,
- any proposed changes to the beneficiaries must be notified in writing to the Commission,
- any proposed distribution or transfer for value or otherwise of any of the trust assets related to the applicant firm must receive the prior approval in writing of the Commission.
- Confirmation from the trustee(s) that they understand that failure to adhere to their undertaking may result in regulatory action against the applicant/regulated firm.
In addition to the Trust Questionnaire and the above listed information, the Applicant is also required to submit the Individual Questionnaire for the settlor(s) and any named beneficiaries. This will not apply in cases where the beneficiary is a minor. In these cases, details of the individual will suffice i.e. name, DOB, address, nationality & passport number. When the trust is for example a discretionary family trust where not all beneficiaries are named (i.e. refers to spouse and children/issue of Mr X but does not actually name these individuals) a copy of the ‘letter of wishes’ of the Settlor, if any, will also be required.
In principle, the GFSC does not favour the use of nominee shareholdings for the purposes of holding shares, directly or indirectly, in a regulated firm. The Commission will therefore require that the applicant submit a paper setting out the rationale for the use of these structures in each instance where this is being proposed. This should include comprehensive details as to why it is necessary to hold the shares in this way.
The application fee must accompany your application. Please note, if you are applying for more than one licence, aggregate fees will apply.
||Nature of Application
|Company Manager (one legal entity or group)
||Application to be licensed
||Application for a licence of an additional entity within the same group
||Application to vary the scope of a licence
||Application to be licensed to provide nominee shareholder services only
|Company Manager (Inidividual)
||Application to be licensed
|Company Manager (Inidividual)
||Application to vary the scope of a licence
The annual fee is not payable until your application is approved. For details of these please refer to the current Fee Regulations.
Under the GFSC’s annual fee methodology you pay a minimum base fee which is dependent on the set fee block assigned to your regulated sector. In addition to the base fee, you are also required to pay an additional amount that will be calculated based upon a range of factors including activity and income. To calculate the additional part of your annual fee the GFSC will need to review audited financial data and/or supervisory returns. At licensing stage, you will not yet have the requisite audited financial data or supervisory returns available for the GFSC to calculate the additional part of your annual fee. On this basis, the GFSC will only require you to pay the base fee at this stage and, towards the end of the GFSC’s financial year end (31 March), you will then be invoiced for the remainder of the annual fee which will be calculated based upon the financial data and/or supervisory returns provided by you up until that date.
Details on the payment methods can be requested from the Accounts team.
The current service level standards for Firms are:
- To provide initial feedback to an application within 5 weeks of a complete application being received.
- Once all of the information has been received from an applicant and the application is therefore considered to be complete, we aim to provide an in principle decision within 4 weeks.
The current service level standards for Individual authorisations are:
- To provide initial feedback to an application within 1 week of a complete application being received.
- Once all of the information has been received from an applicant and the application is therefore considered to be complete, we aim to provide an in principle decision within 2 weeks.
Please be advised that the above service level standards refer to the period of time in which the GFSC holds applications for consideration. Where we require further information or documents from an applicant the service level standards will be suspended until we receive the requested information. The period of time an application is pending because of factors outside the control of the GFSC will not be accounted for under the service level standards.
Please note that should we be unlikely to meet our SLS’s, we will advise you as soon as possible.