# Gibraltar — LP&GP fund

> Gibraltar LP/GP private fund setup: structure, regulation and how UHNW families manage assets for beneficiaries in a low-cost EU-adjacent jurisdiction.

Author: Олег Рябцев — партнёр, Family Office (https://wiki.private.law/authors/ryabtsev)
Last modified: 2026-06-04T06:11:00.000Z
Canonical: https://wiki.private.law/en/gibraltar-private-fund
Topics: structures
Jurisdictions: gibraltar
Functional tags: fund-vehicle
Semantic tags: fund-vehicle

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# Private funds in Gibraltar

Private.law specializes in establishing private funds in Gibraltar — an effective instrument for managing assets for the benefit of beneficiaries. Our funds ensure confidentiality of information about beneficiaries and assets, as well as asset protection from claims arising from personal obligations of the founder or beneficiaries.

A fund in Gibraltar is an ideal solution for investing in various asset classes: cryptocurrency, venture projects, and real estate. When transferring rights to assets, no separate re-registration of each asset is required — there is simply a change in beneficiary status, which substantially simplifies inheritance and sale of interests.

> 💡 A private fund allows accumulation of capital from up to 50 investors through Capital Call from a regulated financial organization, ensuring predictability and compliance simplicity.

## 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
```mermaid
graph TD
```

### Key requirements

- £10,000 minimum capital
- Local management company
- Local administrator-secretary
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## 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.

| Tax | Rate |
| --- | --- |
| Capital gains tax within the fund | 0% |
| Tax on dividends distributed by the fund | 0% |
| Inheritance tax on transfer of fund interests | 0% |
| Gift tax | 0% |
| VAT on fund management services | 0% |
| Withholding tax on payments to non-residents | 0% |

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:

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## Compliance and regulation

In February 2024, Gibraltar was removed from the FATF "grey list," and in January 2025 from the European Union's list of high-risk jurisdictions. This substantially simplified onboarding procedures for Gibraltar structures at financial institutions and established clear standards for compliance with KYC/AML requirements and reporting for funds.

### Fund documents

Placement Memorandum

### Documentation for investors

### Source of Funds (SoF) confirmation

  - Bank statements for the last 6-12 months
  - Documents on sale of assets (real estate, business, securities)
  - Loan agreements with full documentation
  - Inheritance documents
### Source of Wealth (SoW) confirmation

  - Business ownership documents (constitutional documents, financial statements)
  - Information on professional activity and income (employment contracts, income certificates)
  - History of investment activity
  - Documents on acquisition of significant assets in the past
### Documentary confirmation of lawful origin of capital

  - Tax returns for the last 3-5 years
  - Business audit reports
> 💡 For clients from high-risk jurisdictions (including citizens from sanctions-sensitive jurisdictions), additional third-party verification will be required, such as a confirmation letter from a solicitor or ACCA certified accountant. Our firm provides such services.

### Ongoing obligations

- Annual financial reporting — filed with the Private Funds Register within 9 months after the end of the financial year
- Regulator notifications — mandatory notification of changes in fund structure and timely data updates
- Audits — mandatory for funds with assets exceeding £1 million, conducted by independent auditors under IFRS
- KYC/AML compliance — maintaining current documentation for all investors and beneficiaries
## Timeframes and costs

### Fund registration timeframes and costs

| Process | Timeline | Cost |
| --- | --- | --- |
| Fund registration | 2–4 weeks | from £45,000 |
| Onboarding first investor | 1 week | included in registration |
| Additional investor onboarding | 1 week | £3,500 per investor |

### Annual expenses

| Service | Cost (per annum) |
| --- | --- |
| Fund reporting and renewal | from £2,500 |
| Legal services | from £5,000 |

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## Factual claims

- Private.law specializes in establishing private funds in Gibraltar — an effective instrument for managing assets for the benefit of beneficiaries.
- In February 2024, Gibraltar was removed from the FATF "grey list," and in January 2025 from the European Union's list of high-risk jurisdictions.