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.
Four recurring filing areas are the annual return, corporate tax return, annual accounts and, where required, audited accounts. Requirements vary by company type and size.
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 (Forms FAR01 and FAR02)
Under 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 annual return is filed on Companies House Form FAR01 (companies with a share capital) or FAR02 (companies without one). It 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 30 days of the return date. The filing fee (£103 on time) is payable at the time of submission. A late return costs between £257.50 and £412, depending on how late it is. If no annual return is filed for three calendar years, the Registrar may strike the company off under section 411 of the Companies Act 2014. See our strike-off guide.
Process
Annual returns are typically prepared by a company administrator or licensed company manager and signed by a director or the company secretary. The company must maintain its Gibraltar registered office.
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.
Payments on Account
After the first financial year, Gibraltar companies are required to make 2 payments on account of tax in advance, on 28 February and 30 September each year. Each payment is 50% of the prior year's tax liability.
Companies expecting reduced tax liability, e.g. due to termination of a service line, can apply to the Income Tax Office to reduce these payments on account.
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
Under section 272 of the Companies Act 2014, the general filing period is 12 months for a private company and 10 months for a public company from the financial year-end; the first financial year's period is 12 months. Check any special category or extensions. The corporate tax return deadline is a separate obligation and may fall earlier.
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 small-company size test considers whether the company meets at least two of the following three conditions in the relevant periods, but size alone does not establish entitlement to the section 259 audit exemption. Tax-return and audited-account requirements, regulated status and other statutory exclusions must also be assessed:
- 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.
Tax filing and audited-account obligations also affect whether a Companies Act audit exemption is available. For accounting periods ending on or after 1 July 2024, a company with assessable income over £1,750,000 must file audited accounts with its tax return; below that threshold, check the applicable supporting-account requirements, including whether an Independent Accountant's Report is needed. Do not treat the two-of-three size test as an automatic audit exemption.
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.
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: A late return costs £257.50 if up to a year late, rising to £309, £360.50 and £412 after three years (compared with £103 on time). If no return is filed for three calendar years, the Registrar may strike the company off under section 411 of the Companies Act 2014. A struck-off company is dissolved, its property passes to the Crown, and anyone acting in its name may be personally liable. Restoration is possible under sections 414 and 415, but in our experience it often requires a court application. See our reinstatement guide.
- Accounts: Accounts filed more than 13 months, but not more than 24 months, after the end of the financial period cost £206.50 in total (the £26 filing fee plus a £180.50 supplementary fee), rising to £335 after 24 months. Failure to file within the section 272 period is also an offence: the Minister may impose a fixed penalty, and the company and officers in default face a fine on summary conviction.
Tax penalties
- Late filing: Under section 65 of the Income Tax Act 2010, for returns due on or after 1 January 2025 the penalty depends on company size under Schedule 9 of the Companies Act 2014. A micro or small company pays £100 the day after the due date, £450 after three months and £750 after six months. The figures are £750, £1,250 and £2,000 for a medium company, and £1,500, £3,500 and £5,000 for a large company.
- Late payment: Under section 64, unpaid tax, including payments on account, attracts a 10% surcharge the day after the due date, and a further 20% surcharge on any amount still unpaid 90 days later.
- 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 | 30 days after return date | Return date = anniversary of incorporation or Registrar-set date |
| Corporate Tax Return & Payment | 30 September (for 31 Dec year-end) | 9 months after year-end; self-assessment |
| Annual General Meeting | Once every calendar year | Can be dispensed for private companies |
| Annual Accounts — Companies House filing | Private: generally 12 months; public: generally 10 months | First year generally 12 months; check section 272 |
| CRS Annual Report | 31 July | Covers preceding calendar year; for financial institutions |
| FATCA Annual Report | 31 July | Covers preceding calendar year; for financial institutions |
| UBO Register update | Within 30 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 the Income Tax Office 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.