Limited Liability Partnerships in Gibraltar

A Limited Liability Partnership (‘LLP’) in Gibraltar is a hybrid form of business entity which, unlike other partnerships, requires registration with the Companies registry and offers the benefits of limiting liability for its partners.

A creature of the Limited Liability Partnerships Act 2009 (‘the Act’) commenced in March 2016. The Act enables two or more partners to create an LLP whereby each partner (partners can be either natural or legal persons) can limit its liability for the debts of other partners to the extent of the partner’s individual investment in the LLP  or as set out in the LLP agreement.  

Limited liability – direct involvement in management of LLP

This limitation is similar to that afforded to shareholders in the context of a Gibraltar private company limited by shares, with the added advantage that an LLP does not require a board of directors.  All partners in an LLP participate in the management of the LLP’s business. 

Taxation of Limited Liability Partnership in Gibraltar

An LLP is treated as a partnership for the purposes of taxation.  The partners of an LLP are each taxed on the basis of his/her/its share of the income from the LLP as assessed by the Commissioner of Income Tax. Further details about corporate tax generally as well as details of the very competitive tax regime in Gibraltar, click here to read all about Tax in Gibraltar.

Frequently asked questions

What’s the difference between a Limited Partnership and a Limited Liability Partnership?

The main difference between a Limited Partnership and an LLP is that in the former there is one Limited Partner tasked with the management of the business and unlimited liability whereas in an LLP, all partners have limited liability and all partners can participate in the management of the business.

What’s the difference between a Limited Partnership and a Gibraltar company?

The difference between an LLP and a Gibraltar company is principally that there is no requirement for the LLP to have a board of directors given that all members of an LLP can participate in the management of the business.  An LLP can determine its internal structure freely and is therefore a very flexible vehicle for structuring a business where all participants wish to engage in its management.

Does a Gibraltar Limited Liability partnership have to be registered?

Yes, a Gibraltar Limited Liability Partnership must be registered/incorporated with Companies House in Gibraltar.

Does a Gibraltar Limited Liability Partnership enjoy separate legal personality?

Yes, under Gibraltar Law, a Limited Liability Partnership enjoys separate legal personality.  This is also the case for Gibraltar Limited Partnerships.

General

More details on Gibraltar Limited Liability Partnerships can be found in Guidance Note 30 issued by Companies House Gibraltar.

Hassans is able to provide you with expert and commercial advice in relation to the establishment of an LLP or any of the various business entities available for incorporation or other establishment in Gibraltar.  To find out how we can assist, please do not hesitate to contact us on info@hassans.gi or connect directly to any one of our experts listed on this page