Director Service Agreement Template (Gibraltar)
Updated on 13 August 2026
The Gibraltar Companies Act 2014 broadly mirrors the UK Companies Act 2006 in its company-formation and filing procedures, but it does not adopt the UK's codified statutory statement of directors' general duties — in Gibraltar, those duties are derived from common law and equitable principles rather than set out section by section in the Act. Gibraltar also has no dedicated statutory directors' disqualification regime of the kind the UK operates, relying instead on regulatory sanctions in regulated sectors.
A director service agreement copied from a UK or US template, citing UK statutory duty sections that Gibraltar law does not have, misdescribes the legal position a Gibraltar director actually serves under. This template is built around what Gibraltar company law actually provides.
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Director Service Agreement
- Date:
- Company:
- Director:
The Director was appointed with effect from under the Company's articles. This Agreement records the terms of service; it does not itself appoint the Director, and the Company confirms it has filed the appointment with Companies House Gibraltar within 14 days as required.
1. Duties
The Director shall act in good faith in the interests of the Company and exercise reasonable care, in accordance with the common law and equitable principles applicable to directors in Gibraltar.
2. Compensation
The Company shall pay the Director an annual fee of .
3. Insurance
The Company shall maintain directors' and officers' liability insurance with a limit of not less than . The Company does not indemnify the Director against liability that applicable law does not permit to be indemnified.
4. General
This Agreement is governed by the laws of Gibraltar.
For the Company
Date:
Director
Date:
Describe the duties by their common-law source, not a statutory section
Because Gibraltar has not codified directors' general duties in the way the UK has, this template describes the duties of good faith, care and avoiding conflicts as arising from common law and equitable principles applicable to directors, rather than citing UK statutory sections that do not apply in Gibraltar.
Do not promise an indemnity Gibraltar law restricts
Gibraltar law permits a company to take out insurance for directors, but does not generally allow a company to exempt or indemnify a director against liability arising from serious breaches. This template's indemnity clause is scoped accordingly, relying primarily on directors' and officers' insurance rather than an unqualified indemnity promise.
Get the Companies House Gibraltar filing right
A change in directors must be notified to Companies House Gibraltar within 14 days, using the prescribed Particulars of Directors and Secretaries form, under the notification provisions of the Companies Act 2014. This template records that filing obligation explicitly.
Clause-by-clause guide
- Recital of appointment
- Records the appointment under the company's articles, with the Companies House Gibraltar filing noted separately.
- Role and duties
- Describes the duties as arising from common law and equitable principles, not a codified statutory list.
- Insurance rather than broad indemnity
- Relies on directors' and officers' insurance, since Gibraltar law restricts indemnifying a director against liability for serious breaches.
- Fees and expenses
- The fee and expense policy.
- Resignation
- Notice and the Companies House Gibraltar filing on departure.
Gibraltar compliance checklist
Gibraltar company law follows the UK model in structure but differs on codified duties and indemnity.
Notify Companies House Gibraltar within 14 days
A change in directors must be filed within 14 days using the Particulars of Directors and Secretaries form, under sections 215–228 of the Companies Act 2014.
Companies House Gibraltar — director/secretary changesDo not rely on a codified statutory duty regime
Directors' duties in Gibraltar arise from common law and equitable principles; the Companies Act 2014 does not codify them the way the UK Companies Act 2006 does.
Hassans — the Gibraltar Companies Act 2014 and the UK Companies Act 2006Do not promise a broad indemnity
Gibraltar law permits D&O insurance but does not generally allow indemnities for liability arising from serious breaches — rely on insurance rather than an unqualified indemnity clause.
How to complete the director service agreement
- Confirm the appointment. File the appointment with Companies House Gibraltar within 14 days.
- Set the fee and time commitment. Add the annual fee and expected meetings per year.
- Confirm the insurance. Set the D&O policy limit rather than relying on a broad indemnity promise.
- Sign. Both parties sign and the company keeps the agreement with its records.
Frequently asked questions
Does Gibraltar have the same director duties as the UK?
Not codified in the same way. Gibraltar's Companies Act 2014 mirrors the UK Act in structure but does not adopt its statutory statement of general duties — Gibraltar director duties come from common law and equitable principles instead.
Can a Gibraltar company indemnify a director for any breach?
No — Gibraltar law permits D&O insurance but does not generally allow a company to indemnify a director against liability for serious breaches. Rely on insurance rather than a broad indemnity clause.
How quickly must a director change be filed?
Within 14 days of the change, using the Particulars of Directors and Secretaries form with Companies House Gibraltar.
Is there a director disqualification regime in Gibraltar?
Not a dedicated general one — Gibraltar relies on regulatory sanctions in regulated sectors rather than a standalone disqualification statute of the kind the UK operates.
Is a non-executive director an employee in Gibraltar?
No — holding a directorship does not by itself create an employment relationship. If the same person is also employed by the company, that relationship has its own contract and is unaffected by the director service agreement.
Related templates
Disclaimer
This template and guide are for general information only. They are not legal advice, and no Gibraltar-qualified lawyer has reviewed or approved them. Take advice on the specific duties and protections applicable before relying on this document.
