Liechtenstein

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Liechtenstein
General
Type of Company
AG
Anstalt
Political Stability
Excellent
Common or Civil Law
Civil
Disclosure of Beneficial Owner
No
Migration of Domicile Permitted
Yes
Corporate Taxation
12.5% with min annual tax of CHF
1,200
Language of Name
Latin Alphabet
Corporate Requirements
Minimum Number of Shareholders / Members
One
One holder of
Founder’s rights
Minimum Number of Directors / Managers
One
One
Corporate Directors / Managers Permitted
Yes
Yes
Company Secretary Required
No
No
CHF 50,000
CHF 30,000
Registered Office/Agent
Yes
Yes
Company Secretary
No
No
Local Directors
Yes
Yes
Local Meetings
No
No
Government Register of Directors / Managers
Yes
Yes
Government Register of Shareholders /Members
No
No
Annual Return
Yes
Yes
Submit Accounts
Yes
Yes / No
CHF 1,200
CHF 1,200
N/A
N/A
Usual Authorised Capital
Local Requirements
Annual Requirements
Recurring Government Costs
Minimum Annual Tax/Licence Fee
Annual Return Filing Fee
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GENERAL INFORMATION
Introduction
The Principality of Liechtenstein lies in the region of the Upper Rhine between the Swiss Canton of St. Gall and the Austrian
Federal State of Vorarlberg. The topography is mainly mountainous, other than the Rhine Valley, which is the most populated
area.
Population
The Principality of Liechtenstein has a population of approximately 35,000 people.
Political Structure
The Reigning Prince is Head of State and the Diet (parliament) has 25 elected members who propose the Head of
Government, Deputy and 3 Councilors who form the Government and are not members of the Diet. Liechtenstein is a member
of the United Nations; the Council of Europe, EFTA and the EEA, and membership of these does not influence local fiscal
policy.
Language
The official language of The Principality of Liechtenstein is German, although a dialect is spoken widely. English is also
spoken and is used in most commercial transactions and communications.
Currency
The official currency of The Principality of Liechtenstein is the Swiss Franc.
Exchange Control
Under the treaty with Switzerland, there are no foreign Exchange Controls.
Type of Law
Civil Law; based on Swiss and Austrian law with local adaptations.
Principal Corporate Legislation
Personen und Gesellschaftsrecht mit dem Gesetz über das Treuhandunternehmen 1926 (Persons and Companies Law with
the Law on Registered Trusts).
COMPANY INFORMATION
Type of Company for International Trade and Investment

Aktiengesellschaft – AG Ltd (Company Limited by Shares).

Gesellschaft mit beschränkter Haftung - GmbH (Private Limited Company without Shares).

Anstalt (Establishment, commercial and non-commercial without shares).

Stiftung (Foundation).

Treuunternehmen (Registered Trust).

Treuhandschaft (Trust).
There are three main types of entities in use - the Establishment or Anstalt, the family foundation and the company limited by
shares.
The most important entity for tax purposes is the Anstalt, which is commonly used by foreign companies as a holding
company for overseas subsidiaries. The Anstalt is an entity, which has no members, participants or shareholders but a holder
of the founder's rights, and is a hybrid between a company limited by shares and a foundation. It is popular because, with
minor exceptions, it is free to conduct all kinds of business, including non-trading activities such as holding passive
investments.
Procedure to Incorporate
The procedure for the establishment of Liechtenstein entities follows Civil Law practice. The procedure requires the
submission to the Offentlichkeitsregister (Public Registry) of the following information:




The Deed constituting the statutes signed by the subscriber or agent.
The proposed name of the company.
Share capital, division of capital and type of shares (where appropriate).
A declaration that the minimum capital has been paid in to a Bank in either Liechtenstein or Switzerland.
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 Names, addresses and nationalities of directors and confirmation that they consent to act as directors.
 Confirmation that a Liechtenstein resident representative has been appointed.
Restrictions on Trading
A Liechtenstein body corporate or trust cannot undertake the business of banking, insurance, assurance, reinsurance, fund
management, collective investment schemes or any other activity that would suggest an association with the Banking or
Finance industries, unless a special licence is obtained.
Powers of Company
The powers of Liechtenstein bodies corporate are contained in the Company's statutes (within the framework of the PGR), but
may be defined in such a way to provide general powers.
Language of Legislation and Corporate Documents
German, but foreign language translations can be obtained.
Registered Office Required
Entities must appoint a local representative.
Shelf Companies Available
Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not widely
available.
Time Scale to Incorporate
Subject to the proposed name being approved by the Public Registry and the criteria for incorporation has been strictly
adhered to, a body corporate or trust can be established in 3-5 working days.
Name Restrictions
A name that is identical or similar to an existing name. A major name that is known to exist elsewhere. A name that may
imply government patronage. A name that in the opinion of the Registrar may be considered undesirable.
Language of Name
The name of a body corporate or trust entity may use any language using the Latin alphabet, but the Public Registry may
require a German translation.
Names Requiring Consent or a Licence
The following names or their derivatives: bank, building society, savings, insurance, assurance, reinsurance, fund
management, investment fund, Liechtenstein, state, country, municipality, principality, Red Cross and their foreign language
equivalents.
Suffixes to Denote Limited Liability

Aktiengesellschaft – AG Ltd or SA Ltd.

Gesellschaft mit beschränkter Haftung - GmbH.

Anstalt - Establishment
Disclosure of Beneficial Owner to Authorities
None, but the identity of the beneficial owners must be provided to the local representatives/trust management company only.
COMPLIANCE
Authorised and Issued Share Capital
The minimum authorised issued and paid up share capital for:




An Aktiengesellschaft is CHF 50,000.
An Anstalt is CHF 30,000.
A Stiftung is CHF 30,000.
A Trust Enterprise is CHF 30,000.
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Classes of Shares Permitted
An Aktiengesellschaft may issue registered, bearer, no par value, preference shares and shares with special voting rights.
A GmbH, Anstalt, Stiftung and a Trust do not have shares. (The founder's / owner's rights are expressed in a deed or in bylaws.)
Taxation
In September 2010, Liechtenstein’s government adopted a new Tax Act, designed to modernize the existing Liechtenstein
Tax Act of 1961 and includes as 12.5% flat rate of corporate tax (minimum tax CHF 1,200 per annum). The Act came into
force on 1st January 2011.
Double Taxation Agreements
Liechtenstein has agreements with Austria and Luxembourg.
Licence Fees
See taxation.
Financial Statement Requirements
 An Aktiengesellschaft and GmbH are required to submit audited financial statements to the Liechtenstein tax
administrator for assessment.
 A commercial Anstalt is required to submit audited financial statements to the Liechtenstein tax administrator.
 A non-commercial Anstalt need not submit accounts to the Liechtenstein tax administrator, solely a statement of
assets and liabilities has to be drawn up.
 A Stiftung need not submit accounts to the Liechtenstein tax administrator; solely a statement of assets and liabilities
has to be drawn up.
Directors
The minimum number of directors for Aktiengesellschaft, GmbH and Anstalt is one. The directors may be natural persons or
bodies corporate and can be of any nationality, but at least one director must be a natural person, a resident of Liechtenstein
and qualified to act.
The Liechtenstein Stiftung does not have a board of directors, but appoints a Foundation Council, who may be natural
persons or bodies corporate. They may be of any nationality but at least one member of the Council must be a natural person,
a resident of Liechtenstein and qualified to act.
Company Secretary
The concept of a company secretary is not recognised in The Principality of Liechtenstein.
Shareholders
The minimum number of shareholders/equity participants/ beneficiaries of any Liechtenstein entity is one, except of the
GmbH, which requires two.
Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute
legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or
omission.
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