🇬🇮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. The structure keeps the identity of the beneficiaries and the underlying assets off the public record, and it ring-fences those assets from claims tied to the personal obligations of the founder or any individual investor.

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.

Gibraltar as a fund domicile

Gibraltar built its funds business on the Experienced Investor Fund, a regime running since 2005 and re-based under the Financial Services Act 2019. Two tracks sit side by side. The EIF is the regulated, audited vehicle for sophisticated investors who clear defined wealth or experience thresholds. The private scheme — the structure described here — is the lighter track: marketed only by private invitation to no more than 50 investors, 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

To establish a private fund in Gibraltar, we use a Limited Partnership (LP) structure 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

Key requirements

• No GFSC authorisation and no prescribed minimum fund capital — the binding limit is the cap of 50 investors, not a capital floor
• Local management company
• Local administrator-secretary

Taxation

Funds in LP&GP form in Gibraltar have special "pass-through entity" tax status. This means the fund itself is not taxed — tax obligations "pass through" the fund and arise for investors in accordance with their tax residency.

For non-residents of Gibraltar, a significant tax advantage is created. Since taxation occurs in accordance with the investor's tax status in their country of residence, this opens opportunities for effective international tax planning:

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. Coming off both lists has made onboarding Gibraltar structures at banks and counterparties markedly easier, with clearer KYC/AML and reporting expectations for funds.

Fund documents

Placement Memorandum

Documentation for investors

Ongoing obligations

• Annual return — a self-managed small AIFM files an annual return with the GFSC, and the fund's Gibraltar accounts are filed within the statutory deadline after the financial year-end
• Regulator notifications — mandatory notification of changes in fund structure and timely data updates
• Audit — not automatic for a private scheme; it becomes required where the fund is a self-managed small AIFM or where company-size thresholds are crossed, and is then performed by independent auditors
• KYC/AML compliance — maintaining current documentation for all investors and beneficiaries

Substance and the managing company

The fund is tax-transparent; the General Partner is not. 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 speed and cost. 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 faster build, a smaller bill and a private scheme that needs no authorisation, which is why it tends to win closed family-and-friends pools rather than funds chasing third-party EU money.

2025: tighter rules for self-managed funds

In May 2025 the GFSC closed the gap that let small private funds run entirely on their own. A self-managed small AIFM — internally managed, under the AIFM size thresholds, no more than 50 participants and not an EIF — must now appoint a Gibraltar-licensed fund administrator and maintain proper safe-custody arrangements for its assets. The custody rule bites hardest on crypto funds that used to hold everything in digital wallets and now need a banking or custodian relationship. Exemptions exist, but only on application to and approval by the regulator.

Timeframes and costs

Fund registration timeframes and costs

Annual expenses