Liechtenstein laws recognize several forms of businesses, but the most popular ones are the company limited by shares (Aktiengesellschaft - AG Ltd), the private limited company without shares (Gesellschaft mit beschränkter Haftung – GmbH), the establishment (Anstalt), the foundation (Stiftung) and the trusts (Treuhandsc, Treuunternehmen haft).
Our company registration agents in Liechtenstein can offer information on the Commercial Code in the Principality.
Aktiengesellschaft - AG Ltd is established in Liechtenstein by at least two founders with a minimum share capital of CHF 50,000. Any subscriber must deposit at least CHF 50. The capital must be divided into shares which may have the following characteristics: be registered, voting, no-par-value or bearer shares. The members are not liable for the company’s debts, only its assets are used in case of liquidation.
The management of such company set up in Liechtenstein is assured by minimum one director. The existence of the secretary is not mandatory. In case the capital is above CHF 1 million, the management must be provided by at least three directors, organized into a board of directors.
Gesellschaft mit beschränkter Haftung – GmbH is formed by two or more members, on a share capital of at least CHF 30,000. The minimum amount that has to be covered by each shareholder of the GmbH opened in Liechtenstein is CHF 50 and a member has its liability limited by the invested amount.
The "Anstalt" may be established in the form of a corporation (for commercial activities) or of a foundation (for the administration of assets). Certain objectives may be pursued only with a license, such as the administration of third parties’ assets. The usual objectives pursued by establishments are the charitable purposes, financing, the trade of goods, the acquisition of investment, the administration of real estate, leasing, the administration of assets for certain beneficiaries. The banking specific activities also cannot be performed by establishments, only by banks.
The minimum share capital of an establishment opened in Liechtenstein cannot be less than CHF 30,000.
The major decisions are taken by the founder and the execution of it is performed by a board of directors. At least one member must have Liechtenstein residence and have professional qualification. If commercial activities will be performed, it’s necessary to appoint an auditor.
It’s mandatory to register the establishments in the Public Registry like any other legal entity.
The video below shows the most important types of companies foreign investors can set up in Liechtenstein:
Stiftung may take the form of a family foundation in Liechtenstein, as a non-profit foundation, as an ecclesiastical foundation or for maintenance only. It’s forbidden to accomplish commercial objectives, unless the activities are made with intend of accomplishing the non-commercial purposes.
The minimum share capital of such entity is CHF 30,000. The governing body is the foundation council. The founder may appoint an auditor if certain commercial activities are pursued. Unlike the establishments, the foundations must keep book of accounts which have to be submitted to the Liechtenstein Tax Administration Office. Also, a statement of assets and liabilities has to be drawn up every year in order to prove that no commercial activities were performed a year ago.
The trusts settlements created in Liechtenstein are usually based on the same principals as the foundations, but with a higher freedom in the pursuing commercial and non-commercial objectives.
The trusts are formed by the settler, the trustees and the beneficiaries. It’s not mandatory to register the trust in the Public Registry and the trust comes into existence if the deed is signed by the settler and the trustees.
The trust enterprises opened in Liechtenstein are formed as corporations or foundations, depending on their objectives. The registration is necessary for this type of entity. The important decisions are taken by the founders who appoint the administration, organized in the form of the board of trustees. The appointment of an auditor becomes mandatory if commercial activities are performed.
Foreign companies seeking to operate in Liechtenstein can choose between the following types of structures:
The type of structure used by a foreign company seeking to have an established presence in Liechtenstein depends on the activities its owners intend to carry out. While the subsidiary allows the parent company to adapt to the market and expand its operations by undertaking new activities, the branch office is limited to the parent company’s activities. Both types of structures have their own advantages and our Liechtenstein company formation agents can assist owners of foreign companies to choose between the two of them.
The liaison or representative office does not allow a foreign company to undertake any commercial activity and is more of a contact point between the overseas business and its clients and business partners in Liechtenstein.
One of the most popular types of companies in Liechtenstein nowadays is the holding company. Its popularity comes from the fact that it offers numerous tax advantages and it can be registered as a limited liability company with the purpose of holding shares or various assets in one or more companies registered in the Principality. There are several types of holding companies which can be registered in Liechtenstein:
Foreign investors may also register partnerships in Liechtenstein. The general and the limited partnerships are the most familiar types of entities at least two individuals or companies can set up in Liechtenstein. Together with the sole proprietorship, these are the simplest forms of doing business in the Principality.
No matter the type of company one wants to open in Liechtenstein, registration with the Public Registry is required. All legal entities require the preparation of statutory documents, with the exception of partnerships and sole traders.
No matter the type of company one decides to register in Liechtenstein, the following steps must be followed:
With respect to the documents needed to open a company in Liechtenstein, there are:
If you want to open any type of company in Liechtenstein, you may contact our company registration consultants.