Legal forms at a glance

The formation of a Liechtenstein public limited company (AG) is suitable for both large and small companies with high capital requirements. The Liechtenstein AG is therefore also suitable for small and family companies. The Liechtenstein AG is one of the most popular and most common legal forms in Liechtenstein and has the advantage of being internationally recognized. The Liechtenstein AG is a legal entity. Only the company's assets are liable for its liabilities.

Organization stock corporation

The General Meeting of Shareholders is the supreme body of the company and must be convened at least once a year to approve the annual financial statements and perform other legal and statutory duties. The Board of Directors is responsible for the management and external representation of the company. The Board of Directors may consist of one or more members and is elected by the General Meeting. The appointment of an auditor, who is elected by the general meeting of shareholders, is also generally required in Liechtenstein. They must audit the annual financial statements and submit a report to the general meeting of shareholders. The Board of Directors of a Liechtenstein AG that has issued bearer shares must appoint a custodian with whom the bearer shares must be deposited. In addition, a representative office must also be appointed if no domestic address for service is designated. The representative is the official postal address and the link to the authorities.

A Liechtenstein GmbH is a company with its own legal personality that consists of one or more shareholders. The formation of a GmbH is particularly suitable for small and medium-sized companies due to the lower capital requirements.

A sole proprietor in Liechtenstein can benefit from the possibility of founding a one-man GmbH. The GmbH is also an internationally recognized form of company and has the advantage of limited liability. The company's liabilities are covered by the company's assets. Liability is limited to a certain amount for each participant, unless the articles of association provide for an exception.

Organization

The Shareholders' Meeting is the supreme body of the company, unless the Articles of Association provide otherwise, and must be convened at least once a year. All shareholders are jointly responsible for the management and external representation of the company, unless the Articles of Association provide otherwise. By shareholder resolution or stipulation in the articles of association, the task of management and representation can also be assigned to one or more shareholders or a third party. If the GmbH operates a commercially managed business or the non-managing partners are not assigned a control function, an auditor must be appointed. A representative office must also be appointed if no domestic address for service is designated. The representative is the official postal address and link to the authorities.

Purpose

The purpose of the Liechtenstein GmbH may be of an economic or non-economic nature and must comply with the law, be reasonable and in accordance with common decency; in any case, the provision on the purpose of the GmbH must indicate whether or not a commercial business is being conducted.

Company

The company name can be chosen freely; fanciful and factual names are also permitted, provided they do not contradict the main purpose. However, the unabbreviated addition "Gesellschaft mit beschränkter Haftung" or the abbreviation "GmbH" or "Ges.m.b.H." or, in the case of GmbHs that do not operate a commercial business, the corresponding foreign-language expressions must be included. The use of personal names is also permitted if the bearer of the name in question is a shareholder.

Capital

The statutory capital can be set in Swiss francs, euros and US dollars, although the minimum share capital must always be observed. The minimum share capital is CHF 10,000.00, EUR 10,000.00 or USD 10,000.00. The share capital can therefore be set at CHF 10,000.00, EUR 10,000.00 or USD 10,000.00 or any higher amount. The capital contribution of each shareholder, which cannot be reclaimed, must be at least CHF 50.00. The company may be founded in cash or in kind and the minimum share capital must be fully paid up or contributed at the time of foundation. The capital is freely available to the company as soon as it has been entered in the commercial register.

Foundation

One or more persons, companies or private or public law associations can establish a GmbH. However, one founder is sufficient for the formation of a Liechtenstein GmbH. The formation requires public notarization. If a GmbH consists of a maximum of three shareholders and only one managing director, it can be founded using the simplified procedure and public notarization is not required. However, the Liechtenstein GmbH only comes into existence when it is entered in the commercial register.

Statutes

The articles of association of the Liechtenstein GmbH must contain the legally required information or provisions. For the formation of a limited liability company in the simplified procedure, the model protocol provided electronically by the Office of Justice on its homepage (or in paper form from the Office of Justice) must be used. The model protocol consists of the deed of formation and the articles of association and must contain the legally required content. Furthermore, the signatures of the founders on the articles of association (i.e. the signatures at the end of the model protocol) must be notarized.

Application for entry in the commercial register

The registration consists of the registration letter and the attached supporting documents. The letter of registration and the supporting documents must show the necessary content of the registration. The signatures on the registration letter must also be notarized.

Accounting and disclosure requirements

It should be noted that all Liechtenstein limited liability companies, regardless of whether they operate a commercial business or not, are obliged to prepare proper accounts. The legal representatives of the limited liability company are obliged to submit the duly approved annual financial statements and the audit report to the Office of Justice no later than the end of the twelfth month after the balance sheet date.

Fees

The fee for the new registration of a Liechtenstein GmbH is CHF 700.00. However, this fee may increase accordingly depending on the amount of the share capital, but up to a maximum of CHF 10,000.00. In addition, there are fees for each authorized signatory to be registered and for the registration of a function.

The establishment is a legal form that only exists in Liechtenstein and is therefore a Liechtenstein specialty, so to speak. The main advantage of establishing an establishment is that it can be used in a variety of ways due to its flexibility.

The Liechtenstein establishment is a legal form under private law and should not be confused with public law establishments as they are known in other legal systems. The establishment under private law is a legal entity. Only the establishment's assets are liable for its liabilities.

Organization

In the case of an establishment with founder's rights (the most common type of Liechtenstein establishment), the holder(s) of the founder's rights is/are usually the supreme governing body. The founder's rights can also be inherited or transferred inter vivos by means of a declaration of assignment. In the case of the establishment without founder's rights (establishment without founder's rights), the administration is the supreme body. The administration of the establishment is carried out by the Board of Directors. The Board of Directors is responsible for the management and external representation of the establishment. The Board of Directors may consist of one or more members. The holder(s) of the founding rights may also be members of the Board of Directors themselves. If an establishment operates a commercial business or its statutory purpose permits the operation of such a business, an auditor must be appointed. Unless the articles of association stipulate otherwise, the auditors are appointed by the highest governing body. A representative office must also be appointed if no domestic address for service is specified. The representative is the official postal address and link to the authorities.

Purpose

The purpose of the Liechtenstein establishment may be of an economic or non-economic nature and may take any form permitted by law, e.g. trading in goods, acquisition of participations, financing, property management, management of assets for specific beneficiaries or for purely charitable purposes. The purpose of the establishment must therefore be lawful, reasonable and in accordance with common decency. In any case, it must be clear from the provision on the purpose of the establishment whether or not a commercial business is being conducted. However, banking business is reserved for banks and asset management for third parties is reserved for licensed Liechtenstein trustees.

The Liechtenstein establishment can be structured in a similar way to a corporation or take on foundation-like characteristics and thus form an instrument for commercial purposes or for asset management, depending on its structure. Most establishments in Liechtenstein are those that have neither members nor partners or shareholders and therefore have no capital divided into shares.

Company

The company name can be chosen freely; fanciful and factual names are also permitted, provided they do not contradict the main purpose. However, the unabbreviated addition "Anstalt" or the foreign-language additions "Establishment" or "Etablissement" must be included in the name. In addition, personal names may also be used if there is a connection between the establishment and the bearer of the name.

Capital

The statutory capital can be fixed in Swiss francs, euros and US dollars, but the minimum capital must always be observed. The minimum capital is CHF 30,000.00, EUR 30,000.00 or USD 30,000.00. If the establishment's capital is divided into shares, it must amount to at least CHF 50,000.00, EUR 50,000.00 or USD 50,000.00. The establishment can be founded in cash or in kind. The minimum capital must be fully paid up or contributed at the time of formation. The capital is freely available to the establishment as soon as it has been entered in the commercial register.

Foundation

One natural or legal person is sufficient to establish a Liechtenstein establishment. The Liechtenstein establishment is established by means of a deed of incorporation and articles of association. Public notarization is not required for the establishment of the establishment. However, the Liechtenstein establishment only comes into existence when it is entered in the commercial register.

Statutes

The articles of association of the Liechtenstein establishment must contain the legally required information or provisions. As a rule, the establishment also has beneficiaries, i.e. persons who derive economic benefits from the establishment on the basis of a corresponding provision in the articles of association. In the absence of such a provision, there is a legal presumption that the holder of the founder's rights is himself a beneficiary.

Accounting and bookkeeping regulations

Institutions that operate a commercial business are obliged to keep proper accounts. Institutions that do not operate a commercial business must keep records appropriate to the financial circumstances, taking into account the principles of proper bookkeeping, and retain documents from which the course of business and the development of assets can be reconstructed.

Fees

The fees for the new registration of a Liechtenstein establishment amount to CHF 700.00. However, this fee may increase accordingly depending on the amount of the establishment's capital, but up to a maximum of CHF 10,000.00. In addition, there are fees for each authorized signatory to be registered and for the registration of a function.

A sole proprietorship is a natural person who operates a commercial enterprise in their own name and under their own responsibility. The business owner bears sole responsibility and is personally and unlimitedly liable for the liabilities of his company with all of his (including private) assets.

The sole proprietorship does not have a legal personality independent of the business owner (as is the case with legal entities, for example). Another advantage is that the business owner does not have to provide the minimum capital required by law.

Company

The company name is the name under which the company appears in business transactions. The choice of company name is subject to strict regulations. There is also a statutory obligation to use the company name as it is entered in the commercial register. In the case of sole proprietorships, the surname of the business owner must always be included in the company name. The spelling of surnames is based exclusively on the entry in the civil register and may not be changed. In the case of double names, both names must be included in the company name. If first names are used in a sole proprietorship, at least one first name must be written out in full.

Furthermore, it is also permissible to include other additions such as a description of the business activity, the registered office of the business or fanciful names in addition to the name of the business owner in the company name.

Capital

There is no statutory minimum capital requirement for Liechtenstein sole proprietorships.

Foundation

Only one person is required to set up a sole proprietorship, namely the business owner. Regarding the personal details of the business owner: First name and surname as well as a full address must be provided. For managing directors who are resident abroad, the Commercial Code also stipulates that the business address must be entered in the commercial register as the address for service or a representative office. The registered office must be the municipality in which the business is located (a c/o address is not possible here). The basic requirement for commencing the planned business activities of a sole proprietorship is business registration in the case of a simple business or the existence of a business license for the business owner in the case of a qualified business.

Authorized signatories

If other persons sign for the sole proprietorship in addition to the proprietor, these persons must also be listed in the commercial register, stating the extent of their signing authority (sole signature; sole power of attorney; joint signature for two; joint power of attorney for two).

Obligation to register and exemption from registration

If the sole proprietorship operates a trading, manufacturing or commercial business, there is an obligation to have the sole proprietorship entered in the commercial register at the location of the principal place of business. With the exception of certain commercial trades, namely the operation of money, bill of exchange, securities, stock exchange and collection transactions, the activity as commission agent, agent or broker, fiduciary and trustee business, activity as consultant, information brokerage and provision of information as well as insurance companies, all trades are exempt from the obligation to be entered in the commercial register, provided their annual turnover does not exceed CHF 300,000.00.

Disclosure and accounting obligations

Sole proprietorships are not subject to a disclosure obligation, but only to a bookkeeping obligation if annual gross turnover exceeds CHF 10,000.00. If the annual gross turnover is therefore less than CHF 10,000.00, the sole proprietorship is exempt from the obligation to keep accounts.

Fees

The commercial register fees for the new registration of a Liechtenstein sole proprietorship amount to between CHF 300.00 and CHF 500.00. Additional fees may be charged for the registration of authorized signatories, the submission of applications and for certifications, etc.

Liechtenstein has a long tradition of foundations. The most widespread are family foundations, which use their assets for the benefit of members of one or more families, and corporate foundations, which often function as holding companies. Liechtenstein is also a popular location for foundations with charitable purposes.

A foundation can be both private and charitable. It is a legal entity and is created by a founder who determines its purpose and dedicates its assets. In this way, the assets become independent and acquire their own legal personality. As a result, it is no longer considered part of the founder's private assets. One of the most common forms of foundation in Liechtenstein is the family foundation, which uses its assets for the benefit of members of one or more families. As a so-called mixed family foundation, such a foundation can also pursue charitable purposes. Corporate foundations are also often established in Liechtenstein, which are primarily intended to hold stakes in companies and often take on the function of a holding company.

If the foundation's activities are intended to benefit the general public, a charitable foundation is established. It can promote the common good in charitable, religious, humanitarian, scientific, cultural, moral, social, sporting or ecological areas.

The supreme body of the Foundation is the Board of Trustees, which manages the business, represents the Foundation externally and is responsible for ensuring that the Foundation's purpose is fulfilled. The Board of Trustees must consist of at least two members. The founder may appoint other bodies to manage the assets and to advise and support the Board of Trustees.

Foundation

A foundation can be established by a single natural person. The minimum capital of the foundation is 30,000 Swiss francs, euros or US dollars. This minimum capital can also be used for the purpose of the foundation.

The foundation is established by means of a notarized declaration of foundation. The founder does not have to appear in person, as the foundation can be established by a trustee. The required document is the mandatory foundation deed. This must contain the following information:

• Will of the founder to establish the foundation
• Name and registered office of the foundation
• Dedication of specific assets
• Purpose of the foundation
• Regulations on the appointment, dismissal, term of office and type of management and power of representation of the Board of Trustees
• Use of the assets in the event that the foundation is dissolved
• Surname, first name and domicile or company name and registered office of the founder or, in the case of indirect representation, of the representative
• The beneficiaries do not have to be named or precisely defined in the foundation deed or supplementary foundation deed. It is sufficient if a group of beneficiaries, such as a specific family or persons close to the family members concerned, are named.

Charitable foundations must be entered in the commercial register. Other foundations, so-called deposited foundations, only have to submit a notification of formation to the Commercial Register Department of the Office of Justice. The fee for the new entry of a foundation in the commercial register is CHF 700.

Disclosure obligations

In all cases, the Board of Trustees must keep records of the management and use of the Foundation's assets in a manner appropriate to the Foundation's financial circumstances and retain supporting documents from which the course of business and the development of the Foundation's assets can be traced. In addition, the Board of Trustees must keep an asset register showing the status and investment of the foundation's assets.

Commercial accounts only have to be kept if a business is run according to commercial principles. Private-benefit foundations may not set up such a business unless it is necessary for the proper investment and management of the foundation's assets, for example for the management of the foundation's shareholdings. Charitable foundations may set up a commercial business if it serves to achieve their charitable purpose.

Company name/naming

Foundations are free to choose their name. However, foundations entered in the commercial register must include the word "foundation" in their name or in an addendum. The foreign-language additions "Foundation", "Fondation" or "Fondazione" are also permitted. Fanciful and factual names may also be chosen, provided that these do not contradict the purpose of the foundation in the case of foundations entered in the commercial register.

Pros and cons

• A Liechtenstein foundation can be private or charitable.
• Liechtenstein foundations offer a high degree of privacy.
• Foundations offer favorable tax conditions.
• In contrast to other legal entities, the foundation has no owners. When establishing the foundation, the founder determines at least the main features of how the foundation's assets are to be used for the duration of the foundation.
• A foundation has no members, partners or shareholders. However, the founder has the right to reserve certain rights in the articles of association when establishing the foundation.
• Foundation law recognizes beneficiaries, i.e. persons for whose benefit the purpose of the foundation is realized and who may include the founder.
• They offer a wide range of options when it comes to estate planning and asset protection.

Forming a general partnership is particularly suitable for small companies whose shareholders are closely linked personally and professionally. The act of formation is straightforward and no minimum capital is required.

Craftsmen, restaurants and law firms, for example, are often organized as general partnerships. The partners have joint and unlimited liability with their personal assets. In contrast to other jurisdictions, Liechtenstein general partnerships also have legal capacity and can be used as parties. One advantage of the general partnership is that there is no statutory minimum capital requirement.

Organization

The company's internal organizational structure can be kept simple. A general partnership does not need organs. However, it is advisable to draw up articles of association.

Purpose

The purpose of the Liechtenstein general partnership may be of an economic or non-economic nature and must comply with the law, be reasonable and in accordance with common decency.

Company

The company name is the name under which the company appears in business life. The company name must always be used as it is entered in the commercial register. The surname of at least one partner must always be included in the name of the company. The names of persons who are not shareholders may not be included in the company name. If not all shareholders are listed by name in the company name, an addition such as "& Co" must be added to indicate the corporate relationship.

Other additions such as a description of the business activity or fanciful names can also be included in the company name. All upper and lower case Latin letters and Arabic numerals can be used freely in the company name. General partnerships may also choose a company name borrowed from the object of the company or formed from an invented name without adding a personal name. However, the name "Kollektivgesellschaft" or "offene Gesellschaft" or, if a commercial business is operated, "offene Handelsgesellschaft" must be included in the company name or in an addendum. These designations must also be unabbreviated. The company's registered office must state the political municipality in which the business is located (a c/o address is not possible here).

Authorized signatories

If, in addition to the shareholders, other persons sign for the business, these persons must also be listed in the commercial register, stating the extent of their signing authority (sole signature; sole power of attorney; joint signature for two; joint power of attorney for two).

Capital

There is no statutory minimum capital requirement for a general partnership. However, it is advantageous if the amount and shares of the company capital are set out in the articles of association. If the company has a net profit at the end of the year, this is distributed among the partners on a pro rata basis, unless otherwise agreed.

Foundation

Basically, a general partnership is when two or more individuals or associations under private or public law or companies operate a company under a common name for commercial or non-commercial purposes. A general partnership must therefore consist of two or more persons acting as partners.

Accounting and bookkeeping obligations

Under certain (legal) conditions, general partnerships are obliged to prepare proper accounts. In addition, the legal representatives of the general partnership are obliged to submit the duly approved annual financial statements and the audit report to the Office of Justice before the end of the fifteenth month after the balance sheet date at the latest, subject to certain conditions specified in the law.

The limited partnership is characterized in particular by the fact that the partners are not equally liable. In addition, it does not require executive bodies and has no legally prescribed minimum capital.

The company consists of two or more partners, whereby a distinction must be made between two types of partners: The general partners or limited partners have unlimited liability for the debts of the business with their private assets. In contrast, limited partners or limited partners have limited liability up to a certain maximum amount (limited liability amount).

Organization

The company's internal organizational structure can be kept simple. As a partnership, a limited partnership does not require any executive bodies.

Purpose

The purpose of the Liechtenstein limited partnership can be of an economic or non-economic nature and must comply with the law and be reasonable and in accordance with common decency - e.g. trading in goods, acquisition of participations, financing, property management, etc.

Company

The company name is the name under which the company appears in business life. The company name must always be used as it is entered in the commercial register. According to legal regulations, the surname of at least one partner with unlimited liability (general partner or limited partner) must always be included in the company name with an addition indicating the corporate relationship, such as "& Co". The names of persons who do not have unlimited liability may not be included in the company name. Other additions such as a description of the business activity or fanciful names may also be included in the company name. All upper and lower case Latin letters and Arabic numerals may be used freely in the company name. The political municipality in which the company is located must be stated for the registered office of the company. A c/o address is not possible here.

Authorized signatories

If, in addition to the shareholders, other persons sign for the business, these persons must also be listed in the commercial register, stating the extent of their signing authority (sole signature; sole power of attorney; joint signature for two; joint power of attorney for two).

Foundation

At least two partners must join together to form a limited partnership. A limited partnership is basically when two or more persons, companies, private or public-law associations or public authorities define the purpose and the limited partnership amount in a written agreement and stipulate that at least one partner has unlimited liability (general partners or limited partners) and at least one has liability only up to a certain maximum amount (limited partners or limited partners) of the limited partnership amount. You must also have the company entered in the commercial register.

There is no capital requirement when forming a limited partnership. There is no legally prescribed minimum capital. However, the respective limited partner's capital must be determined or stated. Costs are also incurred for entry in the commercial register. The application of a limited partnership for entry in the commercial register must contain the information required by law. If a limited partner's contribution is not made in cash, this must be expressly stated in the entry in the commercial register and included in the entry together with a specific valuation.

Accounting and bookkeeping obligations

Limited partnerships that operate a commercial business are obliged to prepare proper accounts.

In addition, legal representatives of limited partnerships in which all partners with unlimited liability are corporations are obliged to submit the duly approved annual financial statements and the audit report to the Office of Justice no later than the end of the twelfth month after the balance sheet date.

A registered trust company (trust reg.) is a form of company that is extremely versatile. The company can be structured like a corporation, it can pursue commercial purposes and trade in goods, for example. Or it can be structured like a foundation and serve non-material purposes, such as estate planning, asset or rights management.

Basically, this is capital that acts as an independent asset in the form of a trust fund under its own name. The registered trust company is particularly suitable if the purpose of a company has not yet been determined with certainty, but a commercial purpose cannot be ruled out at a later date. A registered trust company (trust reg.) can pursue both commercial and idealistic objectives as long as these are not unlawful or immoral. However, it must be clear from the purpose of the company whether or not commercial activities will be undertaken. In contrast to a foundation or a trust, a registered trust company can be commercially active indefinitely and must therefore be entered in the commercial register.

The highest governing body, the settlor, provides the funds for the trust fund as the capital provider. The administrative tasks of the registered trust company are carried out by a board of trustees, which may consist of several trustees. However, the management can also be carried out by a single trustee or a third party. The appointment of an auditor is only mandatory for a registered trust company if it is a commercially managed business or if the articles of association permit such a business. In Liechtenstein, this task can be performed by trustees, trust companies with a trust license, auditors and auditing companies. Beneficiaries can be named by the settlor and, according to the articles of association, may derive an economic benefit from the company, for example in the form of a share of the income or trust assets. The trust assets or trust fund are solely liable for the liabilities of a registered trust company.

Capital requirements

The capital of a registered trust company is referred to as the trust fund and amounts to at least 30,000.00 Swiss francs or euros or US dollars if the registration is in euros or US dollars. This sum may be paid in cash or in kind, but must be contributed at the time of incorporation.

The foundation

One legal or natural person is sufficient to establish a registered trust company (trust reg.). The written trust articles (articles of association), which must be signed and notarized by the settlor and/or the trustee(s), must contain the following information:

• Name of the Registered Trust Company
• Registered office, duration and purpose of the trust company
• Information about the trust fund
• Number of trustees and the manner of their appointment
• In what form is the announcement made to third parties

The registered office of the company is located at the place where it has the center of its administrative activities, unless the Articles of Association provide otherwise. The provisions on the registered office in international relations remain reserved.

Accounting and disclosure requirements

As soon as the articles of association of a registered trust company also permit commercial activities, it is automatically required to keep accounts and must appoint an auditor. If a commercial business is not envisaged and the purpose of the company is, for example, to invest and manage assets or hold investments or other rights, a so-called asset register, a simple comparison of assets and liabilities, generally only needs to be drawn up at the end of the year.

Company name/naming

Registered trust companies (trust reg.) are free to choose their company name as long as the clear designation "Registered trust company" or the abbreviation "Trust reg." is included in the company name. Fantasy names are possible as long as they do not contradict the main purpose and personal names may be used if there is a relationship between the company and the bearer of the name. However, national and international designations in the company name such as "State", "Country", "Liechtenstein" or "International", "Worldwide" as well as designations of international organizations such as "UNO" or "Red Cross" are not permitted. Exceptions are checked by the Office of Justice and approved if necessary.

Pros and cons

• Extremely flexible in use
• Foundation or corporation-like structure possible
• This is advisable if the purpose of the company has not yet been fully determined and a possible commercial activity cannot be ruled out
• Suitable for the management of assets, investments or other rights
• Beneficiaries can derive economic benefits from the company
• No capital divided into shares, as most registered trust companies have neither members nor partners or shareholders
• No personal liability
• Natural or legal persons can establish
• Entry in the commercial register and can be commercially active indefinitely
• No personal liability only the trust fund is liable

Forming a general partnership is particularly suitable for small companies whose shareholders are closely linked personally and professionally. The act of formation is straightforward and no minimum capital is required.

Craftsmen, restaurants and law firms, for example, are often organized as general partnerships. The partners have joint and unlimited liability with their personal assets. In contrast to other jurisdictions, Liechtenstein general partnerships also have legal capacity and can be used as parties. One advantage of the general partnership is that there is no statutory minimum capital requirement.

Organization

The company's internal organizational structure can be kept simple. A general partnership does not need organs. However, it is advisable to draw up articles of association.

Purpose

The purpose of the Liechtenstein general partnership may be of an economic or non-economic nature and must comply with the law, be reasonable and in accordance with common decency.

Company

The company name is the name under which the company appears in business life. The company name must always be used as it is entered in the commercial register. The surname of at least one partner must always be included in the name of the company. The names of persons who are not shareholders may not be included in the company name. If not all shareholders are listed by name in the company name, an addition such as "& Co" must be added to indicate the corporate relationship.

Other additions such as a description of the business activity or fanciful names can also be included in the company name. All upper and lower case Latin letters and Arabic numerals can be used freely in the company name. General partnerships may also choose a company name borrowed from the object of the company or formed from an invented name without adding a personal name. However, the name "Kollektivgesellschaft" or "offene Gesellschaft" or, if a commercial business is operated, "offene Handelsgesellschaft" must be included in the company name or in an addendum. These designations must also be unabbreviated. The company's registered office must state the political municipality in which the business is located (a c/o address is not possible here).

Authorized signatories

If, in addition to the shareholders, other persons sign for the business, these persons must also be listed in the commercial register, stating the extent of their signing authority (sole signature; sole power of attorney; joint signature for two; joint power of attorney for two).

Capital

There is no statutory minimum capital requirement for a general partnership. However, it is advantageous if the amount and shares of the company capital are set out in the articles of association. If the company has a net profit at the end of the year, this is distributed among the partners on a pro rata basis, unless otherwise agreed.

Foundation

Basically, a general partnership is when two or more individuals or associations under private or public law or companies operate a company under a common name for commercial or non-commercial purposes. A general partnership must therefore consist of two or more persons acting as partners.

Accounting and bookkeeping obligations

Under certain (legal) conditions, general partnerships are obliged to prepare proper accounts. In addition, the legal representatives of the general partnership are obliged to submit the duly approved annual financial statements and the audit report to the Office of Justice before the end of the fifteenth month after the balance sheet date at the latest, subject to certain conditions specified in the law.

The European Economic Interest Grouping (EEIG) makes it easier for its members to cooperate across borders in the European Economic Area. For example, members can use their EEIG to jointly develop activities that would be too expensive for individuals or to pool resources and know-how in order to achieve better business results.

The aim of the EEIG is to systematize, facilitate and develop the economic activities of its members without itself being profit-oriented. The main beneficiaries are small and medium-sized enterprises of any legal form as well as freelancers, farmers, associations or public corporations. The EEIG must have its registered office in a member state of the European Union (including the EEA). However, it does not necessarily have to be in the same place where the EEIG carries out its main activity.

The purpose of the EEIG is dependent on the economic activity carried out by its members and is limited to an auxiliary activity that only supports the business purpose already carried out by its members. Because of this supporting character, the purpose of the EEIG must be closely related to the economic activity of its members. Any profits shall be deemed to be the profits of its members and, unless otherwise specified, shall be divided equally. The members of the EEIG shall be jointly, unlimitedly and jointly and severally liable for its liabilities. As the task of the EEIG is not to manage the activities of its members, it is also not permitted to use the EEIG as a group or as a holding company with a corresponding financial participation.

Organs

The EEIG must provide for the members acting jointly with the general meeting (as the supreme body) and the managing director(s) as bodies. Otherwise, the principle of contractual freedom applies to the internal organization.

Company

The EEIG has its own company name, although the law does not specify how the name must be formed. With regard to the formation of the name, it is only stipulated that the words "European Economic Interest Grouping" or the abbreviation "EEIG" must be included in the name, whereby both a prefix and a suffix are possible in the wording.

Capital

No initial capital is required to establish an EEIG. All forms of contribution such as cash or tangible assets as well as know-how or technologies are possible for financing.

Foundation

An EEIG must consist of at least two members from different countries in the European Economic Area. Members can be, for example, sole proprietorships, partnerships and corporations as well as freelancers, farmers, associations or public corporations.

As a rule, the articles of association of the EEIG also contain provisions relating to the bodies, the cooperation of the interest grouping, liability, any distribution of profits or voting rights. However, this so-called internal contract design is free. When registering an EEIG, the documents and supporting documents required by law must be submitted to the Office of Justice.

Disclosure and accounting obligations

There is no disclosure obligation. The managing directors are only obliged to ensure that the association's accounts are properly kept and to prepare the annual financial statements.

Announcements

The Office of Justice must notify the Office for Official Publications of the European Union of the facts that must be entered in the Commercial Register under the Act within one month of publication in the official domestic publication media.

Liechtenstein trusteeship is suitable both for the long-term safeguarding of assets or family wealth and for estate planning, particularly from the point of view of individual structuring options.

The trusteeship consists of trust assets (trust fund) which are transferred by the settlor to a trustee. The transfer is accompanied by the obligation to manage or use these trust assets in one's own name as an independent legal entity for the benefit of one or more beneficiaries. A trusteeship is not a legal entity, but rather a contractual legal relationship. Fiduciary relationships or trusteeships do not have legal personality.

Trusteeships are permitted for charitable, social, cultural or similar purposes and usually have the function of a trust settlement or a family trust in English-speaking jurisdictions. The assets of the Liechtenstein trusteeship (trust) are only subject to the minimum income tax of CHF 1,800.

The foundation

A settlor and a trustee are required to establish a trust relationship. The trusteeship (trust) is created by a written agreement (trust deed or trust instrument) between settlor and trustee or by a unilateral declaration of trust and its acceptance. The trust relationship comes into being when the trust deed is signed. This governs the relationship between the settlor, the trustee and the beneficiary. In particular, it may contain provisions to protect the beneficiary's rights. No minimum amount (minimum trust assets) is prescribed.

The trusteeship can either be entered in the commercial register or deposited with the district court. Every fiduciary relationship that is designed to last for more than twelve months must be filed for entry in the commercial register within twelve months of its establishment, provided that the trustee (or at least one of them in the case of co-trustees) is domiciled or has its registered office in Switzerland.

The application for entry in the commercial register must contain:

• Designation of the fiduciary relationship
• Date of establishment of the fiduciary relationship
• Duration of the fiduciary relationship
• Surname, first name and place of residence or company and registered office of the trustee

Accounting and disclosure requirements

The trustees are responsible for the administration of the Liechtenstein trusteeship and are obliged to provide a comprehensive account of their activities. The trust property of a Liechtenstein trusteeship must be kept separate from the assets of the trustee. An auditor can be appointed to ensure compliance with the obligations set out in the trust deed of the trust.

Pros and cons

• Legal relationship of a contractual nature
• No legal personality
• No minimum capital or minimum trust assets required
• Trust assets are managed or used for the benefit of one or more beneficiaries
• Charitable, social, cultural or similar purpose
• Estate planning
• Long-term asset protection
• Function of a trust settlement or a family trust
• Flat-rate minimum yield taxation

The protected cell company (PCC) or segmented legal entity (SV) is not a legal form in the strict sense, but rather an organizational form that allows legal entities to be divided into different segments. The area of activity of the individual segments must be legally permissible and fit the purpose of the legal entity.

PCCs enable targeted risk management, as the assets of the individual segments are clearly separated from each other and from the core. They are preferably found in the non-profit sector or in investment management. This form of organization also has decisive advantages for foundations. In contrast to an umbrella foundation, small individual foundations can act separately from each other in terms of liability and capital, even though they are all managed by one company. European Companies (SE), European Cooperative Societies (SCE) or European Economic Interest Groupings (EEIG) are not allowed to be segmented due to their special form.

Association members can be segmented if they exclusively pursue one or more of the following objectives:

• Non-profit or charitable purposes (Art. 107 para. 4a PGR)
• Acquisition, management and realization of investments in other companies and subsidiaries
• Utilization of copyrights, patents, trademarks, designs or models
• Deposit guarantee and investor protection schemes in accordance with EEA legislation

The foundation

A PCC is established by converting an existing legal entity. As this is not a formation in the true sense of the word, but a conversion, the rules of the existing legal form of the previous legal entity apply. This applies, for example, to the registered office or capital requirements. However, each segment must have a legal reserve in the amount of the minimum capital of the segmented legal entity.

A PCC consists of two organizational parts:

• A core
• One or more segments, also known as "cells", which are separated from each other

In addition, each PCC must appoint an auditor, whose registration obligation depends on the respective legal form of the PCC.

However, segmentation can only be carried out if this is provided for in the articles of association. In addition, a special audit or expert report must establish that any creditor claims are fully covered despite the conversion. Subsequent segmentation is also possible for foundations if this is provided for in the articles of association or if the founder has reserved the right to change the articles of association. If these requirements are met, the supreme corporate body can adopt the conversion resolution and submit it to the Office of Justice together with the above-mentioned audit or expert report. However, after the official announcement of the conversion, the entry in the commercial register may only be made after two months if the previously registered creditor claims have been satisfied or secured. Proof of compliance with this deadline must be provided to the Office of Justice.

In addition to the provisions required for the respective legal form of the individual cells, the articles of association of a PCC must contain the following information:

• Determination that it is a PCC
• Provisions on the organization and representation of the PCC
• Designation of the individual segments by name
• Areas of activity of the individual segments

Company name/naming

The name of a PCC must contain either the suffix "segmented association person" or the abbreviation "SV" or the suffix "protected cell company" or the abbreviation "PCC".

Liability and relationship to third parties

When entering into contractual negotiations, the PCC must inform third parties in writing of its status as a Segmented Entity. It must also clarify which assets are liable for the legal relationship in question, be it the core assets or those of a specific segment. This also means that a segment is not liable for third-party claims against other segments.

Accounting and disclosure requirements

PCCs are obliged to keep proper accounts by keeping their books and preparing balance sheets and profit and loss accounts. The approved annual financial statements and the auditor's report are filed with the Office of Justice and can be viewed by the public at any time.

Pros and cons

• Clear separation of the segments' assets from each other and from the core enables targeted risk management
• Bankruptcy proceedings can be initiated against the entire PCC as well as against each individual segment asset
• Particularly suitable for the non-profit sector, insurance industry or investment management
• Advantages for foundations
• The individual segments do not have their own legal personality, but only the PCC itself
• Targeted risk management
• No liability between the segments for third-party claims
• PCC is subject to disclosure and accounting requirements

Form a new department or set up an independent company? Establishing a branch office is a third way for existing companies to expand their business activities.

On the one hand, a branch is dependent on the parent company and cannot, for example, be the bearer of rights and obligations itself. On the other hand, the branch office can operate relatively independently in economic and business terms, so that it could be run as an independent business without significant changes. Although a branch of a foreign company is not a Liechtenstein company, as the foreign parent company is financially responsible, it is subject to Liechtenstein law and is treated as a Liechtenstein company.

The foundation

Branches can be established by a stock corporation, limited liability company and by commercial general and limited partnerships. No minimum capital is required to establish a branch office. However, a business license for a qualified business or a business license for a simple business and entry in the commercial register are required. The administrative costs for registration amount to CHF 200.00 to CHF 350.00.

Disclosure obligations

Most companies keep a separate income statement and balance sheet for each branch.

Company name/naming

In addition to the unchanged name of the main branch and its location, the name of the branch office must contain the explicit designation as a branch office and the location of the branch office.

4 Reasons to set up a branch office

1. A branch office creates a more professional image for another location
2. A branch office can operate relatively independently in economic terms
3. No minimum capital is required when establishing a branch office
4. The costs of setting up a branch office are relatively low

Pros and cons

• A more professional appearance of another company location
• The costs of founding a company are low
• No minimum capital required
• A largely independent location ensures a professional appearance for a domestic or foreign company
• The branch office enjoys a certain degree of economic independence
• In the case of a branch office of a foreign company, certain documents from the head office must be translated

Liechtenstein is traditionally a country of associations. Sport, culture and social commitment are just a few of the topics covered by the associations. The first clubs in Liechtenstein from the middle of the 19th century were of a cultural nature (music, singing).

An association is a corporate association of persons. It can have any purpose as long as it is not illegal or immoral. The supreme body of the association is the general meeting. The board of the association is entrusted with the regular management of the association, represents the association and is authorized to sign. The association is liable with its assets. However, the articles of association may provide for limited liability or a limited obligation to make additional contributions for all members or certain groups.

It must be clear from the purpose of an association whether or not a commercial business is being conducted. If the purpose consists of the investment or management of assets or the holding of participations or other rights, this does not constitute a commercial business. An exception is made if the nature and scope of this activity nevertheless require commercial operations and orderly bookkeeping.

Under certain circumstances, an association must be audited. Either if a member of the association who is subject to personal liability or an obligation to make additional contributions requests this or if the association exceeds two of the following limits in two consecutive financial years:

• Balance sheet total of CHF 6 million
• Sales revenue of CHF 12 million
• 50 full-time positions on an annual average

Founding
No capital is required to found an association. However, there must be enough members to form the bodies and administer the association. If an association has an economic purpose that is related to a commercial business (e.g. a trade or manufacturing business), it must be entered in the commercial register and acquires its legal personality upon registration. For all other associations (e.g. political, cultural or religious associations) that do not operate a commercial business, entry in the commercial register is voluntary. They receive their legal personality as soon as the formation of the association is recorded in the articles of association.

Entry in the commercial register costs CHF 100.00 for an association. The following documents must be submitted:

Registration letter with notarized signatures

• Content of the entry
• Name, legal form, registered office
• Address
• Purpose of the association
• Organization and representation, stating the surname, first name, date of birth, nationality and domicile or registered office or company name and registered office of the members of the management board and the type of subscription
• The declaration of the elected members of the Board of Directors and, if applicable, the auditors that the election is accepted (if this is a legal entity and its registered office is not in Switzerland, a corresponding official extract from the commercial register must be provided)
• The company signature declaration (specimen signature) of the persons authorized to represent the company, whereby their (specimen) signatures must be notarized
• A copy of the Articles of Association signed by the Chairman, another member and the secretary of the constituent General Meeting or by all founders
• Statute date
• The minutes of the inaugural general meeting
• If members are obliged by the Articles of Association to assume personal liability or to make additional contributions, the list of members

Disclosure obligations

There is a disclosure obligation for associations subject to auditing. Associations that operate a commercial business are obliged to keep proper accounts. Associations that do not operate a commercial business must also keep accounts. These must be prepared in accordance with the principles of proper bookkeeping and contain records appropriate to the financial circumstances. For example, receipts must be kept and it must be possible to trace the course of business and the development of assets.

Company name / naming

Associations can choose their name freely. However, associations entered in the commercial register must include the word "association" in their name or in an addendum. Fanciful and factual names are also permitted, provided they do not contradict the purpose of the association. National and international designations, in particular the words "Liechtenstein", "State", "Country", as well as the designations of international organizations such as "Red Cross" or "UNO" may not appear in the name of an association, unless this is approved by the Office of Justice as an exception.

Pros and cons

• No capital requirement
• Legal form with any purpose
• Possibility to exercise a commercial business
• Unless otherwise stipulated in the articles of association, only the association's assets are liable for liabilities
• Disclosure obligation only for associations that operate a commercial business or are subject to auditing requirements

The Liechtenstein Venture Cooperative (LVC) is a legal entity under Liechtenstein law with the legal form of a small cooperative, which offers legal security for inventors, supporters and investors.

In an LVC, the members bring together ideas, work and capital. The LVC serves as a platform for cooperation in order to drive an innovation forward and bring it to market maturity. It provides the structure so that the weighting of financial participation and participation in the form of know-how or work is facilitated and is fair for all participants.

By founding an LVC, the innovator brings his idea directly into its own legal form and thus prepares the basis for easier cooperation with know-how providers and investors. Various people (natural and legal) can contribute the work, material and capital required to develop an innovation to an LVC in the form of an investment. The inventor or inventors receive shares in the company in return for contributing the idea or preliminary work to the LVC. A significant part of the added value of the LVC lies in the development of the innovation and the associated increase in value.

The sale of the marketable invention by LVC has no income tax consequences in the countries of residence of the members of the cooperative. The sale of the invention to a Liechtenstein AG in exchange for shares in the purchasing company also has no income tax consequences in the aforementioned countries of residence of the cooperative members. Only when dividend payments are actually made to the foreign cooperative members will there be income tax consequences in the respective country of residence.

Bodies
The bodies of the LVC are the General Assembly, the Board of Directors, the auditors as well as the commissions and delegates in accordance with the resolutions and regulations of the General Assembly.

Company name
In principle, the company name can be freely chosen. However, it is advisable to check the company name with the commercial register beforehand, as otherwise there is a risk that two companies with the same or very similar names will exist.

Founding
Founding an LVC only makes sense if several people are working on an innovation. Initially, there is no need for capital. The innovation is contributed as capital. For this purpose, the invention is described as precisely as possible in an innovation certificate, the document is signed and officially notarized. With the contribution, the idea no longer belongs to the inventor but to the LVC. Various documents are required to formally establish an LVC. Once these have been signed, an LVC is deemed to have been established: Articles of Association, deed of incorporation, founder's resolution, innovation deed, contribution regulations and share register. The founding documents are also required for the tax administration and for opening a bank account.

The Board of Directors may authorize the President to sign all documents alone except for the founding resolution and the deed of incorporation. The other documents are mentioned in these two documents and are co-signed. The registration of an LVC in the commercial register is voluntary, but has the advantage that the name of the LVC can be registered and visibility vis-à-vis business partners is increased. When an LVC is entered in the commercial register, it is also entered in the tax register. If the LVC is not entered in the commercial register, it must register with the tax administration and receive a tax number.

Disclosure obligations
There is no disclosure obligation for LVC.

A Liechtenstein cooperative is an association of persons or commercial companies organized as a corporation. Its main purpose is to promote or safeguard certain economic interests of its members.

The number of members of a cooperative can change constantly. Whether the cooperative is a commercially managed business or not must be specified in the purpose provisions.

Bodies
The General Meeting of Members is the supreme body of the cooperative. The management (Board of Directors) is responsible for the management and representation of the cooperative. If the management consists of several persons, the majority must be members of the Cooperative. However, the Board of Directors or the General Meeting may also delegate the management of the Cooperative to one or more administrators or managing directors who do not have to be members of the Cooperative.

In the case of cooperatives that do not operate a commercial business, a member of the management must fulfill the requirements of Art. 180a para. 1 or 2 of the PGR. This obligation does not apply to cooperatives that are required to have a (so-called trade law) managing director under the Trade Act or another special law or that are supervised by the government, a municipality or another authority.

As a rule, an auditor must be appointed for a cooperative. This does not have to be entered in the commercial register. If no domestic address for service is provided for the cooperative, a representative must be appointed and entered in the commercial register. The representative is the official postal address and link to the authorities.

Registered office
The registered office of a cooperative is normally located at the place where it has the center of its administrative activities. However, the articles of association may provide for a different location. The provisions on the registered office in international relations remain reserved.

Company name
The company name is freely selectable. Fanciful and factual names are also permitted, provided they do not contradict the main purpose. However, the unabridged addition "eingetragene Genossenschaft" or the abbreviation "eG" or "e. Gen" must be included in the name. The use of personal names is also permitted if there is a connection between the cooperative and the bearer of the name in question. National and international designations, in particular the words "Liechtenstein", "State", "Country", as well as designations of international organizations such as "Red Cross" may only appear in the company name if this is exceptionally approved by the Office of Justice.

Capital
In the case of cooperatives, it is not permitted to set a share capital in advance. Share certificates are usually issued to raise the necessary funds. The regulations on registered shares apply to such share certificates. If share certificates are issued in conjunction with limited liability, an obligation to make additional contributions or an obligation to make other non-monetary payments, the provisions on fringe benefit shares apply.

Formation
Public notarization is not required for the formation of a cooperative, but it only comes into existence when it is entered in the commercial register. Special provisions apply to small cooperatives such as alpine cooperatives. These cooperatives are not entered in the commercial register.

Articles of association
The articles of association of the Liechtenstein cooperative must contain the information or provisions required by law. This includes, for example, information on the company name, registered office and purpose. Information on the type and amount of any obligations of the cooperative members to make monetary or other payments or on the management bodies must also be regulated. The control and type of representation as well as the form of notices issued by the cooperative must also be regulated in the articles of association. Other provisions or details, such as provisions on the creation of cooperative capital through cooperative shares, provisions on contributions in kind or provisions on the personal liability and additional funding obligations of cooperative members, are only valid if they are provided for in the articles of association.

Accounting and bookkeeping regulations
Cooperatives that operate a commercial business are obliged to keep proper accounts. Cooperatives that do not operate a commercially managed business must keep records appropriate to their financial circumstances, taking into account the principles of proper bookkeeping, and keep receipts from which the course of business and the development of assets can be reconstructed.

Application for entry in the commercial register
The application consists of the registration letter and the attached supporting documents. The registration letter must be signed by at least two members of the cooperative administration and the signatures must be notarized. The registration contains the following information about the cooperative:

• Company, legal form and registered office
• Representative office with address or delivery address and, if applicable, business address
• Amount of the cooperative capital or contributions/shares
• Purpose
• Statute date
• Contingent liabilities
• Type and amount of the obligation of the cooperative members to make monetary or other payments
• Type and manner of notifications to the cooperative members
• Publication organ
• Bodies for the administration and other persons authorized to represent with name:
  • First name, date of birth, nationality, address and type of subscription
  • If applicable, the controlling body (auditors) with address
  • Any branch offices

The following documents must also be submitted:

• The minutes of the constituent General Meeting;
• A copy of the Articles of Association signed by the Chairman and the Secretary of the constituent General Meeting or by all founders;
• A register of cooperatives, if it is a cooperative with unlimited or limited personal liability or with an obligation to make additional contributions on the part of the members of the cooperative;
• The declaration of the elected members of the Board of Directors and the auditors that the election is accepted (if the company is a legal entity whose registered office is not in Switzerland, a corresponding official extract from the commercial register must be enclosed);
• The company signature declaration (specimen signature) of the persons authorized to represent the company, whereby their (specimen) signatures must be notarized.

The following documents must also be submitted for start-ups with contributions in kind, acquisitions in kind or special benefits:

• The complete expert report;
• The non-cash contribution or non-cash acquisition agreements including enclosures.

Fees
The fee for the new registration of a cooperative is CHF 700.00. However, this fee increases to a maximum of CHF 10,000.00 for cooperative capital in excess of CHF 200,000.00. Additional fees are charged for each authorized signatory to be registered and for the registration of a function.