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Hybrid Companies

Under Gibraltar Law, it is now possible to incorporate a HYBRID COMPANY which is essentially a fusion of the concepts of a COMPANY LIMITED BY GUARANTEE, and a COMPANY LIMITED BY SHARES.

Put simply, what this type of Company allows, is for there to be two sets of Members/Beneficiaries within the same entity, one set which is identifiable on public record, and another set, which is not.

The first set of Members or Shareholders, have their identities filed at the Companies Registry and have their liability limited in accordance with the Share Capital of the Company in much the same way as ordinary companies limited by shares.

The second set of Members or Beneficiaries, do not have their identities filed at the Companies Registry and have their liability limited by a guarantee amount (typically GBP £10) in much the same way as ordinary companies limited by guarantee.

The advantages of a HYBRID COMPANY are as follows:

1. A HYBRID COMPANY has its own legal personality, which means that it can purchase property and carry on business in much the same way as any other corporation.
2. If the Members/Shareholders and Directors of the HYBRID who appear on public record are Nominees who take on the voting and administrative responsibilities within the Company, and if the Members/Beneficiaries who DO NOT appear on public record are the ultimate beneficiaries in whom all rights to the income and capital of the Company are vested, the control of the Company and the beneficial interest in its assets have essentially been separated, whilst safeguarding the anonymity of the individual Beneficial Owners themselves.
3. It may be desirable to build provisions into the Articles of Association of the HYBRID for the appointment of a PROTECTOR, in much same way as with a Trust. The PROTECTOR would normally be an independent third party who is a trusted friend or advisor of the Beneficiaries, and whose approval would be sought for the election of Members/Shareholders to the HYBRID and/or the disposal of its assets etc.
4. The Articles of Association of the HYBRID can also be drafted to restrict or prohibit the transfer of shares and other interests. Shareholding Members may be prevented from transferring management or control of the HYBRID to a third party without the consent of the PROTECTOR or the Beneficiaries, and/or be restricted to ONLY transfer their interests to existing Beneficiaries or a class of named potential Beneficiaries.