2.2 - Partnerships A partnership may be created simply by execution of a deed by all the partners concerned or even by mutual oral agreement. Partnerships are subject to similar requirements to companies (and sole traders) in so far as the business must be registered and, if applicable, must obtain a trade license as explained in sections 2.13 and 2.16 respectively. Limited partnerships may also be formed under the Limited Partnerships Act. A limited partnership may not consist of more than 20 persons at least one of which, known as the ‘general partner’, would be liable for all debts and obligations of the firm. The remaining partners, known as ‘limited partners’, would normally only be liable to the extent of the capital contributed to the partnership. However, a limited partner will be deemed to be a general partner whilst he or she is involved in the management of the partnership’s business. Application for registration must be made to the Registrar of Limited Partnerships at the Registry of Limited Partnerships. The Limited Partnerships Act requires a limited partnership to have a registered office in Gibraltar and if none of the partners are resident in Gibraltar to appoint a secretary resident in Gibraltar. It also provides, interalia, for: (i) the registration as a limited partnership of a company previously registered under the Companies Act and for the limited partnership so registered to be a continuation of the company; and (ii) giving separate legal existence to the registered limited partnership. Accounts need only be filed with the Companies Registry if all the partners are limited companies. A copy of the accounts must, however, be submitted to the Income Tax Office for Income Tax purposes. 2.3 - Sole Proprietorships Sole traders are subject to similar requirements to partnerships and companies in so far as the business must be registered and, if applicable, must obtain a trade license as explained in sections 2.13 and 2.16 respectively. There is no public filing requirement though a copy of the accounts must be submitted to the Income Tax Office for the purpose of verifying liability to tax.
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