🇬🇮Gibraltar — LP&GP fund

Private funds in Gibraltar

A Gibraltar private fund pools capital from a closed circle of investors — usually a family and people it already knows — into a single, lightly regulated vehicle.

One vehicle can hold very different assets at once — digital assets, venture positions, real estate — without each one sitting directly in a person's name. Succession and partial exits then happen at the level of fund interests: heirs or buyers take units, and no separate re-registration of each underlying holding is required.

Under the Financial Services Act 2019 a private scheme may have no more than 50 participants and may be offered to no more than 50 persons; investors meet capital calls under the partnership agreement.

Gibraltar as a fund domicile

One of Gibraltar's fund regimes is the Experienced Investor Fund, whose regulations are made under section 339 of the Financial Services Act 2019. Two tracks sit side by side. The EIF is the regulated vehicle for experienced investors. The private scheme — the structure described here — is the lighter track (section 293(4)(b) and Schedule 24, Part 2 of the Act): not listed, offered to no more than 50 persons, with no more than 50 participants, needing no GFSC authorisation, and required to keep its private character for at least a year after any offer.

Brexit ended Gibraltar's EU passporting, so a Gibraltar fund no longer markets freely across the bloc the way a Luxembourg or Irish vehicle does. For a private, invitation-only fund that was never going to passport, that costs little: the exchange is lighter regulation and lower running cost for the loss of EU-wide distribution.

Fund structure

A private fund in Gibraltar is established as a Limited Partnership (LP) with a General Partner (GP), which has the following characteristics:

• General Partner (GP) — the managing partner bearing unlimited liability and carrying out operational management of the fund
• Limited Partners (LP) — limited partners contributing capital and bearing liability only within the limits of their contribution
• The GP is usually represented by a local limited liability company making investment decisions
• LPs may be natural or legal persons who invest in the fund but do not participate in management

The roles divide as follows: investors fund the partnership, the GP decides, and the local administrator keeps the register.

Key requirements

• No GFSC authorisation — the binding limits are 50 participants and 50 offerees
• For a self-managed small AIFM, from 8 May 2025: a Gibraltar-licensed administrator and safe-custody arrangements, unless the GFSC grants an exemption

Taxation

Gibraltar levies no capital gains tax, no inheritance tax and no VAT. The General Partner, as a company, pays corporation tax on its management income. How the partnership's income is taxed in the investors' hands depends on their own tax residence.

Compliance and regulation

Gibraltar left the FATF "grey list" in February 2024, and the European Commission then dropped it from the EU list of high-risk third countries for anti-money-laundering purposes — adopted in June 2025 under Delegated Regulation (EU) 2025/1184 and in force from 5 August 2025.

Fund documents

• Placement Memorandum describing the strategy, risks and fee structure
• Limited Partnership Agreement (LPA)

Documentation for investors

Ongoing obligations

• Reporting — a self-managed small AIFM reports to the GFSC under regulation 18A of the AIFM Regulations 2020
• Administration and custody — from 8 May 2025 a self-managed small AIFM appoints a Gibraltar-licensed administrator and keeps safe-custody arrangements for its assets, unless the GFSC grants an exemption
• KYC/AML compliance — current documentation for all investors and beneficiaries

Substance and the managing company

The General Partner is a taxable Gibraltar company. That managing company is a live Gibraltar entity with its own board, decisions and records, and it carries the economic substance the whole structure leans on. It pays Gibraltar's standard 15% corporate tax — in force since 1 July 2024 — on its management income. Running the GP as a brass-plate is the quickest way to forfeit the benefit of the arrangement.

Investors sit a layer above, and their position turns entirely on residence. A controlling investor in a CFC or ATAD jurisdiction can be charged currently on the fund's income whether or not it distributes, so the vehicle works best where investors are lightly taxed themselves or hold through a deliberate holding structure.

How Gibraltar compares

Against the big EU domiciles, Gibraltar trades reach for simplicity. Luxembourg offers the RAIF and the SCSp with full EU passporting; Ireland pairs the ICAV with the Section 110 company for debt and structured strategies; Malta runs its own notified-fund regime. All three keep the EU marketing reach Gibraltar surrendered at Brexit. Gibraltar answers with a private scheme that needs no authorisation, a fit for closed family-and-friends pools rather than funds seeking third-party EU money. Gibraltar is one of the sixteen regimes compared in fund-domicile-jurisdictions, with the authorisation route, investor gate and segregation set out row by row; the partnership shell is compared with the SCSp, the Delaware LP, the Cayman ELP and the English PFLP in scsp-luxembourg, and the offshore incubator and approved-fund routes for a first closed pool are compared in offshore-fund-incubators.

2025: tighter rules for self-managed funds

LN.2025/098, in force from 8 May 2025, introduced regulations 18B and 18C. They cover an internally managed AIF below the small-AIFM thresholds, with no more than 50 identifiable participants, which is not an EIF. It appoints a Gibraltar-licensed fund administrator and a separate appropriate person for safe custody of its assets; regulation 10A extends those requirements to external AIFMs managing non-EIFs with no more than 50 such participants. On application, the GFSC may exempt an AIFM from an appointment or require a licensed company manager in place of the fund administrator. Existing AIFMs already registered and operating on 8 May 2025 had 12 months to make any missing appointments, until 8 May 2026. These provisions remain in the consolidated regulations; the December 2025 amendment concerns tied agents. The private-scheme exemption from fund authorisation does not remove these AIFM obligations.