Gibraltar

Why sophisticated families are rethinking how they hold assets, and what they are choosing instead. For summary Q&A click here. Most wealthy families hold their assets the way they accumulated them: one at a time. Property in one jurisdiction, a portfolio in another, a business interest somewhere else. Each structure made sense when it was created. Together, they form something nobody designed and nobody governs. Accountants speak to lawyers who speak to custodians, and the family’s actual strategy gets lost in the middle. This is the problem that Gibraltar private funds solve. Not partially. Structurally. A Gibraltar private fund consolidates a family’s assets into a single, coherent vehicle. The fund holds the assets. The family holds units in the fund. That single shift changes almost everything: fragmented ownership becomes unified, reporting is centralised, and transfers of wealth occur at the unit level rather than requiring the restructuring of underlying assets across multiple jurisdictions. The structure is deliberately private. It operates by private placement, not public offering, and is capped at fifty investors. This keeps it out of the regulatory framework applied to ‘commercially’ operating funds while still meeting international standards in full, including CRS, FATCA, AML requirements, and UBO registration. The result is a vehicle that is professionally governed and internationally credible, without the overhead of a fully regulated fund. It is also worth being clear about what a private fund is not. It complements a family office; it does not replace one. But it can sit at the centre of a family’s financial ecosystem, providing the holding architecture around which everything else is organised. Private funds impose no mandatory diversification rules, no prescribed asset classes, no forced limitations. The family defines the strategy. For some, the fund holds real estate. For others, private equity, operating businesses, or a global liquid portfolio. Many use it to consolidate worldwide holdings into a single vehicle for the first time. Others use it as a supervised environment for introducing the next generation to investment decision-making in a practical rather than theoretical way. The structure scales as the family grows. And if the family eventually wants to open the vehicle to external capital, Gibraltar offers a clear conversion pathway into a regulated Experienced Investor Fund. Few structures provide this kind of forward optionality from the outset. The era of structures designed primarily to obscure is over. International reporting frameworks have seen to that. But privacy, properly understood, was never about evasion. It is about discretion: organising significant wealth professionally without entering the public sphere. Gibraltar private funds are not advertised, not listed, and not open to outside investors. They meet international standards in full, including UBO registration and beneficial ownership disclosure. This is not a constraint to work around. It reflects a regulatory environment calibrated to distinguish between legitimate private wealth structures and arrangements designed to obscure ownership. For international families, operating within that framework, rather than despite it, is precisely what makes the structure credible. Wealth erodes fastest at the point of transition. Disputes between heirs, fragmented inheritance, governance vacuums, forced asset sales: these are the classic failure modes, and they tend to occur precisely because the structure was never designed to survive the generation that built it. A private fund addresses this directly. Because the fund owns the assets and family members hold units, inheritance is straightforward. Heirs receive units, not a scattered collection of properties and accounts across different legal systems. The governance framework survives the transition intact. The strategy continues. For families that want their values embedded in how their wealth is managed, whether through philanthropy, impact investing, or specific investment principles, the fund provides a governed platform for that too. Private funds are not a universal answer. Families with assets in certain jurisdictions, Spain being a prominent example, need careful advice before proceeding. Cross-border tax treaties can create complications that require expert navigation, and the lighter regulatory regime places real responsibility on families and their advisers to implement and maintain the structure properly. The point is not that private funds are simple. It is that they are the right structure for a growing number of sophisticated families who have outgrown the patchwork of arrangements that got them here. The fragmented approach has reached its limits. A single, governed, flexible vehicle represents the direction of travel. Written by Jonathan Garcia , Stuart Dalmedo, Danielle Curtis

HM Government of Gibraltar has today published confirmation that Spain’s Ministry of Finance has issued a draft Ministerial Order to remove Gibraltar from its list of non-cooperative jurisdictions, marking a significant and long-awaited milestone. If implemented following the short 7 day public consultation period, this will bring to an end a designation that has remained in place since 1991, despite Gibraltar’s long established record as a transparent and internationally cooperative Jurisdiction. The proposal recognises that Gibraltar now satisfies Spain’s domestic criteria for fiscal transparency and tax fairness, aligning Spain’s position with Gibraltar’s standing internationally, including its OECD “white list” status for many years. Beyond the symbolism, the practical implications are important. Gibraltar’s inclusion on the Spanish blacklist has historically triggered a range of adverse domestic tax consequences, particularly affecting individuals and businesses with cross-border connections. Its removal should therefore reduce friction, provide greater certainty in residency and structuring considerations, and remove a number of technical barriers that have persisted notwithstanding the Gibraltar-Spain Tax Agreement. It is also noteworthy that this step fulfils a commitment given by Spain when the Gibraltar-Spain Tax Agreement entered into force in March 2021, albeit later than originally envisaged. The publication of the draft Order suggests that Spain is now moving to honour that undertaking. From a broader perspective, this development reflects Gibraltar’s continued alignment with evolving international tax standards and its positioning as a credible, well-regulated financial services jurisdiction. Importantly, this announcement comes at a time when agreement has been reached on the future UK–EU treaty in respect of Gibraltar, with implementation expected shortly. That treaty is expected to remove the physical border between Gibraltar and Spain, fundamentally reshaping the movement of people, goods and services across the frontier. Taken together, these developments point to a clear and very positive shift in the cross-border dynamic, moving away from historic friction and toward greater cooperation, legal certainty and economic alignment. Overall, this represents a genuinely significant moment for Gibraltar, with meaningful implications for its international positioning and for businesses and individuals operating across the region, aligning itself to the stated ambition of the European Union, Spain, the United Kingdom and Gibraltar of a shared prosperity for the region. Written by Stuart Dalmedo

UK v Secretary of State for the Home Department [2026] UKUT 00081 (IAC), The decision in UK v Secretary of State for the Home Department represents an important judicial intervention into the use of artificial intelligence (“AI”) in legal practice, highlighting the risks such tools pose to core professional duties, particularly client confidentiality and legal professional privilege. Although arising in an immigration context, the Tribunal’s observations are of general application across all areas of legal practice. The Tribunal clearly recognised the limitations of generative AI, particularly freely available, non-specialist tools, which may produce superficially persuasive but entirely inaccurate outputs, including fabricated authorities and incorrect citations. Such “hallucinations” are not treated as novel or excusable errors but as foreseeable risks which legal professionals are under a positive duty to guard against. Lawyers remain under an absolute obligation to ensure that all authorities cited are accurate, verifiable, and properly support the propositions advanced, irrespective of whether AI has been used. Importantly, the decision makes clear that the use of AI does not dilute or displace traditional principles of professional responsibility. Even where work is delegated to junior fee-earners or produced with the assistance of technological tools, the supervising solicitor retains full responsibility for its accuracy. The Tribunal went so far as to state that a failure to supervise and verify work which contains AI-generated errors may render the supervising lawyer more culpable than the individual who initially introduced those errors. In that sense, the case underscores the continuing relevance of established principles of supervision and accountability, whilst adapting them to the realities of modern legal practice. Most notably, the judgment provides unequivocal guidance on confidentiality and privilege. The Tribunal stated that uploading client documents or correspondence into open-source AI tools (such as free versions of Chat GPT) may place such material in the public domain, thereby breaching confidentiality and thus waiving legal professional privilege. Given that privilege is contingent upon confidentiality, any such loss is potentially irreversible, regardless of the practitioner’s intention. The Tribunal further situated this risk within the broader regulatory and data protection framework, noting that such conduct may give rise to reporting obligations to professional regulators and the Information Commissioner’s Office. However, it drew an important distinction between open-source AI tools and secure, closed enterprise systems, indicating that the latter may be used more safely where appropriate safeguards are in place. In conclusion, UK v Secretary of State for the Home Department stands as a landmark decision in the emerging jurisprudence on AI in legal practice. Its importance lies in its clear articulation of a principle which will undoubtedly shape future conduct, whilst ensuring the preservation of legal privilege remains paramount, and any use of technology which jeopardises that protection will undoubtedly offer consequences. The case therefore serves as both a warning and a guide, reminding practitioners that whilst the tools of legal practice may evolve, the core duties which underpin it remain unchanged. Written by Anna Hernandez

Published in the Gibraltar Gazette, the Protected Cell Companies (Amendment) Bill 2026 (the “Bill”) marks a significant evolution in the jurisdiction’s digital asset landscape. It enables PCCs specifically those authorised as Experienced Investor Funds (“EIFs”) to issue cell shares as share tokens recorded on a distributed ledger. The legislation is meticulously constructed and the legal architecture is robust. However, before the market succumbs to the tokenisation hype, it is vital to distinguish between what this Bill achieves and what it intentionally avoids. This is not the sudden arrival of a rampant secondary market for tokenised securities; it is the laying of critical foundations, and in financial services, foundations matter. Targeted Efficiency: The Problem Being Solved To appreciate the Bill’s value, one must look at the administrative pain points it targets rather than the technology it deploys. Currently, PCCs utilised as EIFs carry genuine operational friction. Share transfers often require physical documentation; registers are maintained manually or on disparate proprietary systems; and subscription processing involves laborious rounds of reconciliation between the PCC and its administrator. While the system isn’t broken, it is undoubtedly slow, costly, and more prone to error than modern finance should tolerate. The Bill addresses this directly. By permitting share registers to be maintained on a distributed ledger (DLT share registers) and allowing transfers via smart contracts, it creates the conditions for: Faster settlement times. Automated corporate actions. Real-time register accuracy. Reduced reconciliation overhead. For cells with frequent subscriptions and redemptions, these are tangible operational gains, unglamorous, perhaps, but commercially real. Legal Equivalence: A Share is Still a Share The Bill’s most significant contribution is legal clarity. Under Section 18B(3), a share token is expressly declared a valid share certificate for the purposes of the Companies Act 2014. The holder of a token has identical rights and obligations to any other shareholder of the same class. Tokenisation here changes the form, not the substance. This resolves a question that has plagued other markets: what exactly does a token represent? In Gibraltar, the answer is now unambiguous. Furthermore, the Bill provides solutions to complex jurisdictional hurdles: A DLT register is treated in law as being kept at the company’s registered office, regardless of where its network nodes actually sit. Execution via smart contract constitutes the delivery of a “proper instrument of transfer,” satisfying the Companies Act. Cryptographic signatures carry a rebuttable presumption of genuineness, providing the legal infrastructure necessary to make the system workable in practice. Managing Expectations: Not a Secondary Market Honest assessment requires acknowledging the Bill’s limits. Transfers still require company consent. Recipients must be verified, “allow-listed,” and meet strict investor eligibility requirements. By design, the token cannot move freely. The common argument that tokenisation automatically unlocks limitless liquidity does not apply here, at least not yet. This is a permissioned, consent-gated system. While the technology has changed, the fundamental transfer controls of an EIF remain intact. This is not a criticism; EIFs are not intended to be freely tradeable instruments. A Bill that attempted to force secondary market liquidity would be solving the wrong problem. Positioning vs. Plumbing Beyond the operational case, there is the matter of competitive positioning. Competing fund jurisdictions are moving toward frameworks that accommodate tokenised structures. Gibraltar does not need to be first, but it must be ready. A jurisdiction that lacks the legal infrastructure to support tokenised shares is a jurisdiction that will eventually lose mandates. This Bill fits a coherent pattern. Building on the 2018 DLT Regulatory Framework, this legislation extends that logic into the funds space. This incremental approach, moving quickly enough to lead, but carefully enough to ensure legal certainty, remains Gibraltar’s primary strength. What it Means in Practice For fund managers, this is a development to monitor closely. The Gibraltar Financial Services Commission (“GFSC”) will require a substantive assessment of competence and capability before granting consent for tokenised issuance. Infrastructure, not just intent, will be the benchmark. For practitioners, the immediate work lies in documentation. Articles of association, offering documents, and custody arrangements must be reviewed. The disclosure obligations under Section 18C: covering cybersecurity risks, DLT infrastructure, and contingency plans, will require bespoke drafting rather than boilerplate templates. Conclusion The Protected Cell Companies (Amendment) Bill 2026 is best understood as infrastructure legislation. It builds the framework upon which more can be constructed, whether that is immediate operational efficiency or, in the longer term, more fluid liquidity models. It avoids over-promising, a rare and welcome restraint in the blockchain space. Gibraltar has provided the tools; it is now up to the market to determine the appetite for using them.   Written by Jonathan Garcia, Danielle Curtis