Liechtenstein Company Registration

Liechtenstein Key Points

• Time – 1 week to incorporate your company
• Directors – an AG company requires only 1 director who may be a corporate entity
• Directors can be of any nationality and reside anywhere
• Shareholders – only one shareholder is required
• Share Capital – the share capital requirement is a minimum of CHF50,000
• Confidential – Liechtenstein has very well protected bank confidentiality
• Support – using our 20 years experience we guide you throughout every step of the company formation process
• Audited annual accounts must be lodged

We can incorporate several forms of company in Liechtenstein:

• The Anstalt: a company with no shareholders, which is like a foundation, and is often used to hold shares of companies outside Liechtenstein
• The simple limited liability company: called the Aktiengesellschaft or AG or a special category of limited liability company called the Gesellschaft mit beschränkter Haftung – GmbH – which has no shareholders
• Several types of Trust: the Stiftung (Foundation), the Treuunternehmen (Registered Trust) and the Treuhandschaft (Trust)

The entities which are not specifically trusts: the Anstalt, the AG and the GmBH have a number of characteristics:

• There must be written company statutes; these are deposited with the Registrar and are available for public viewing. including details of shares or capital, share structure of the entity and their registered office
• The names of the directors, officers and shareholders are kept at the registered office
• The Corporate name can be in any language and must include the name of the type of entity: such as GmbH or AG. Where words are not permitted these are to do with licensed activities such as banking or those which indicate a country or  region of the world

The Anstalt – the special Holding company structure

The Anstalt, is a corporate entity peculiar to Liechtenstein. There are no shareholders as such, simply beneficiaries, rather like a foundation or a trust.

This structure is used for holding patents or royalties or real estate.

The capital is at least CHF 30000. Should capital be greater, at least CHF 30000 needs to be paid up. This is usually not divided into shares.

One director is required, which would normally be the person nominated to keep the company in good standing. This could well be the Liechtenstein- based agent of the company.

The management of non-Liechtenstein assets is not a commercial activity, but should the Anstalt have a commercial activity, annual audited accounts need to be lodged.

Aktiengesellschaft – AG (company limited by shares)

There are a lot of different forms of Limited Liability Company in Liechtenstein including companies without shares, but we concentrate on a simple model.

The standard company  (Aktiengesellschaft) is incorporated with a minimum capital of CHF50,000.

Only the minimum capital needs to be paid up, and the liability of each member of the company is the share capital which each member has subscribed to.

• Various types of share can be issued, including preference, registered, voting and no-par-value shares. Only registered shares can be issued at below par value
• Voting rights can be varied between all types of shares, and voting rights can be limited in accordance with company statutes
• In this simple model a minimum of one director is required and this director may be a corporate entity. An company exempt from taxes in Liechtenstein- because their activity is outside, needs to have a local professional as an agent
• Audited annual accounts have to be lodged

Trust Structures

Liechtenstein is exceptional in mainland Europe, as they have specifically recognised trust.

The most typical structure is the Stiftung – which is often called a Foundation.

The Foundation is specifically set up by a Settlor, to complete a wish. The assets put in Trust by the Settlor become the assets of the Foundation.

There are no members or shareholders of a Foundation, simply:

• Assets
• And a Foundation Deed

The Foundation has a number of beneficiaries, who may be identified in a variety of ways.

• No public registration of the Stiftung is needed, except that a copy of the Foundation Deed  needs to be lodged with the authorities. It need contain only very general statements about the purpose of the Foundation, while detailed rules are set out in private Articles
• Settlors’ rights are transferable, and they normally include the right to terminate the Foundation or amend the Articles
• Commercial activities are not permitted except in so far as they are in pursuit of the Foundation’s non-commercial goals. The minimum assets of a Foundation are CHF 30000, which can not be divided into shares. The assets do not necessarily have to pass to the Foundation on formation
• A Foundation is normally administered by a Board, which is like a Board of Trustees