Overview
Every Gibraltar company incorporated under the Companies Act 2014 is subject to a defined set of periodic filing obligations. These obligations exist independently of whether the company trades actively, generates revenue or has any employees. A dormant holding company has the same structural filing duties as an operating business — the principal difference is the content of the financial statements it must prepare and (in some cases) file.
There are four main categories of recurring obligation: the annual return to Companies House; the corporate tax return and accompanying computations to Gibraltar Revenue & Customs; the filing of annual accounts; and, where required, the preparation and submission of audited accounts. The confirmation statement (formerly the annual declaration) sits alongside these as a Companies House requirement confirming the accuracy of registered information.
This reference guide sets out the requirements, deadlines and thresholds for each category, together with a consolidated filing calendar. It reflects Gibraltar law as in force in 2026. Where a company's financial year-end differs from the most common calendar-year or March year-end scenarios, the deadline calculation methodology is explained so that the correct dates can be derived.
Annual Return (Form 363)
Under section 363 of the Companies Act 2014, every Gibraltar company must deliver an annual return to the Registrar of Companies. The annual return captures a snapshot of the company's registered information as at its return date (typically the anniversary of incorporation or, for older companies, the date set by the Registrar).
Contents of the annual return
The Form 363 must include:
- Registered office address.
- Type of company (private limited, public limited, etc.).
- Details of the company's principal business activities (SIC code).
- Names and addresses of all directors and the company secretary.
- Details of the share capital: authorised and issued shares, class of shares, nominal value.
- A full list of members (shareholders) as at the return date, including name, address, number and class of shares held, and details of any transfers since the previous return.
Deadline
The annual return must be delivered to Gibraltar Companies House within 42 days of the return date. The filing fee is payable at the time of submission. Where a company misses the 42-day window, the Registrar may issue a notice requiring compliance, and persistent failure can lead to striking-off proceedings.
Process
Annual returns are typically prepared and filed by the company's registered agent or company administrator. The document must be signed by a director or the company secretary. Gibraltar Companies House accepts electronic filing through its online portal, which is the preferred and fastest route.
Corporate Tax Return
Gibraltar companies are subject to corporate income tax at a flat rate of 15% on profits accruing in or derived from Gibraltar. The territorial basis of charge means that profits generated by activities carried on entirely outside Gibraltar are not chargeable — but this must be substantiated by evidence of where activities are actually performed, not merely where contracts are signed or invoices raised.
Self-assessment and filing deadline
Gibraltar operates a self-assessment system for corporate tax. The tax return must be filed — and any tax due paid — within nine months of the end of the accounting period (the company's financial year-end). For a company with a 31 December year-end, the return and payment are due by 30 September of the following year. For a 31 March year-end, the deadline is 31 December.
Contents of the return
The return must include a computation of taxable profits, which involves adjusting accounting profit for tax purposes — adding back disallowable expenses (for example, depreciation replaced by capital allowances, entertainment expenditure, certain provisions) and deducting allowable reliefs (capital allowances, losses carried forward, etc.). The return must be accompanied by the company's financial statements for the relevant period.
Provisional tax
Gibraltar does not operate a PAYE-style withholding on company profits, but companies may be required to pay provisional tax on account if they have underpaid in prior years. Gibraltar Revenue & Customs issues provisional tax assessments based on the prior year's liability; these can be reduced by application if the current year's expected liability is demonstrably lower.
Accounts Filing
Gibraltar companies are required to prepare annual accounts in accordance with applicable accounting standards and to lay those accounts before the members at the annual general meeting (AGM). The accounts must then be filed with Gibraltar Companies House.
Accounting standards
Most Gibraltar private companies prepare accounts under International Financial Reporting Standards (IFRS) or the IFRS for SMEs standard. The Companies Act 2014 permits the use of UK GAAP (including FRS 102) as an alternative for companies not required to use IFRS. Whichever standard is adopted must be applied consistently from year to year.
Filing deadline
The accounts must be filed at Companies House within 13 months of the company's accounting reference date. For a company with a 31 December year-end, this means the accounts for the year ended 31 December 2025 must be filed by 31 January 2027. Note that the tax return deadline (nine months) is considerably earlier, and in practice most companies prepare their accounts well before the 13-month Companies House deadline in order to meet the tax filing deadline.
Dormant companies
A company is dormant for Companies Act purposes if it has had no significant accounting transactions during the period. Dormant companies may prepare simplified accounts but must still file. If a dormant company has never traded, it may qualify for exemption from the requirement to prepare a directors' report.
Audit Thresholds
Not all Gibraltar companies are required to have their accounts audited. The Companies Act 2014 provides an exemption from the audit requirement for companies that meet certain size criteria. A company qualifies for the small company audit exemption if, in the relevant financial year, it meets at least two of the following three conditions:
- Annual turnover does not exceed £10.2 million.
- Balance sheet total does not exceed £5.1 million.
- Number of employees does not exceed 50.
These thresholds are the same as those used in the UK under the Companies Act 2006 (as amended by SI 2015/980) and have been adopted into Gibraltar law.
Mandatory audit situations
Notwithstanding the size thresholds, audit is mandatory in the following circumstances:
- The company is a GFSC-regulated entity (licensed under any of the financial services regulatory statutes).
- The company is a public company.
- The company is a member of a group where the parent or another group member requires audit.
- The members of the company pass a resolution requiring audit.
- The company holds funds on behalf of clients or third parties in a regulated capacity.
In practice, the vast majority of Gibraltar companies that form part of international structures — holding companies for funds, property, IP or trading subsidiaries — will either qualify for audit exemption or require audit as part of a regulated group. Independent assessment of which category applies should be made in each case.
Confirmation Statement
The confirmation statement (introduced to replace the old annual return in 2017 and distinct from the Form 363 annual return described above) is a declaration to Gibraltar Companies House confirming that the information held on the company's public register is accurate and up to date as at the confirmation date.
It must be filed at least once every 12 months. Unlike the annual return, the confirmation statement does not require a full list of members in all cases — it confirms the current state of the register, noting any changes since the previous statement. The filing fee is nominal. The confirmation statement is typically filed at the same time as the annual return by the company's administrator.
Penalties for Late Filing
Gibraltar operates a penalty regime for both Companies House filings and tax filings. The principal penalties are as follows:
Companies House penalties
- Annual return / confirmation statement: Initial late filing penalty, escalating with time. Persistent default may lead to the Registrar commencing striking-off proceedings under section 791 of the Companies Act 2014. A struck-off company loses its legal personality and directors may face personal liability for transactions entered into after the date of striking-off.
- Accounts: Civil penalty of £100 per month (or part month) of delay, up to a maximum of £500 for private companies. In addition, failure to file accounts can trigger striking-off proceedings.
Tax penalties
- Late filing: A fixed penalty applies from the first day after the filing deadline. Gibraltar Revenue & Customs may also raise a discovery assessment where a return is not filed, based on an estimated liability.
- Late payment: Interest runs from the due date on any unpaid tax, calculated at the prescribed rate.
- Fraud and negligence: Additional penalties of up to 100% of the tax unpaid can be imposed where the default is attributable to fraud or negligence.
Filing Calendar: Key Dates
The table below summarises the key filing deadlines for a Gibraltar company with a 31 December financial year-end (the most common). Companies with other year-ends should adjust accordingly using the methodology described in each section above.
| Obligation | Deadline | Notes |
|---|---|---|
| Annual Return (Form 363) | 42 days after return date | Return date = anniversary of incorporation or Registrar-set date |
| Confirmation Statement | Within 12 months of last statement | Often filed simultaneously with annual return |
| Corporate Tax Return & Payment | 30 September (for 31 Dec year-end) | 9 months after year-end; self-assessment |
| Annual Accounts — AGM | Within 9 months of year-end (31 Sep) | Accounts must be laid before members at AGM |
| Annual Accounts — Companies House filing | Within 13 months of year-end (31 Jan +1yr) | Later than tax deadline; in practice filed earlier |
| CRS Annual Report | 31 July | Covers preceding calendar year; for financial institutions |
| FATCA Annual Report | 31 July | Covers preceding calendar year; for financial institutions |
| PSC Register update | Within 14 days of change | Ongoing; triggered by changes in beneficial ownership |
Where any deadline falls on a weekend or Gibraltar public holiday, it typically rolls to the next business day, but this should be confirmed with Companies House or Revenue & Customs in each case. We recommend building in a margin of at least two to three weeks before each statutory deadline to allow for preparation, review and any corrections that may be required.