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Company Law in Liechtenstein

Updated on Friday 24th February 2017

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Company-LawThe major laws that govern the commercial activities in Liechtenstein are the Liechtenstein Company Law and the Liechtenstein Foundation Law.The Company Law of Liechtenstein was adopted in 1992 and contains regulations regarding the legal forms of businesses. The foundations were also regulated by this law until 2008, when a specific law was adopted (New Liechtenstein Foundation Law).

According to the Company Law, all the union of persons earn the legal entity status after the registration in the Public Registry. The registration of a company in Liechtenstein is not mandatory for the entities which don’t perform economic activities. Any change in the status of the company must be submitted to the Public Registry.

Our company registration agents in Liechtenstein can assist foreign investors interested in opening companies in the Principality.

The provisions of the Company Law in Liechtenstein

The Commercial Code was last amended in 1999 when new provisions were incorporated in it. This way, the legislation regarding companies in Liechtenstein is compact. The Commercial Law in Liechtenstein also comprises:

  • -       the Bank and Finance Companies Law;
  • -       the Law on Investment Undertakings;
  • -       the Law on the Supervision of Insurance Companies;
  • -       the Law on the Provision, Control and Distribution of the Prospectus of Public Companies;
  • -       the Law on Professional Due Diligence in the Acceptance of Assets.

One of the most important provisions of the new Commercial Code refers to the creation of companies registered for investment purposes.

Requirements to register a company in Liechtenstein

The first part of the Company Law specifies the requirements for opening a company in Liechtenstein. According to these provisions, the most important one is for the company to have a registered address (place of management) in Liechtenstein. Also, all types of companies must be recorder with the Trade Register in order to be recognized by the authorities.

The Liechtenstein Commercial Law also stipulates that both natural persons and corporations are allowed to set up business in the Principality. These must clearly state the objects of activity when registering a business here. These activities must appear in the articles of association of the company.

 The articles of association when opening a company in Liechtenstein

At the base of each legal entity created in Liechtenstein sits the articles of association which contain various provisions regarding the internal regulations.

The entities are governed by specific bodies, formed by natural persons or corporate bodies. Major decisions are taken by the multiple member body. The decisions are valid only if the majority of the members vote for them (unless stipulated otherwise by the founding acts).

The domiciles of the legal entities are usually established where the administrative center is. Our company registration agents in Liechtenstein can assist with the preparation of the articles of association of a company.

You can also watch the video below for information on the Company Law in Liechtenstein:

 

Main types of companies in Liechtenstein

The main forms of business recognized by the Company Law are:

  •          - the limited liability companies,
  •          - the companies limited by shares,
  •          - the foundations,
  •          - the establishments,
  •          - the trusts,
  •          - the trust enterprises.

According to the law, the dissolution of a company opened in Liechtenstein may be required when:

  •          - the authorities decide this,
  •          - if the articles of association have stated an availability date which has expired,
  •          - if at least two thirds of the members of the supreme body decide so (unless another majority is stipulated in the articles),
  •          - if a court takes this decision or when the bankruptcy process starts.

According to the New Law on Foundation, these entities are established with the specific purpose of accomplishing public or private objectives, without providing profits to their members. The dependent foundation is based on the assets transferred by a founder to another person with the request to manage the assets separately and respecting the purpose defined by him.

The base of each foundation formed in Liechtenstein is constituted by the foundation deeds, which are signed by the founders. It’s mandatory for the foundation which will perform commercial activities to be registered in the Public Registry. If the registration is not mandatory, the foundation is achieving its legal personality by submitting a valid foundation statement along with the transfer of funds to the foundation.

The dissolution of a foundation opened in Liechtenstein may be decided if the foundation deeds decide so, if the founders took this decision or if the court has decided so.

You may contact our company formation consultants in Liechtenstein for more information about starting a business in this country. 

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