AG Company Registration in Liechtenstein - Business Starting & Setup

Company limited by shares, (Aktiengesellschaft, AG) can serve for any economic purposes, especially for international business activity. It can also serve as a holding company. It is advisable to use other types of entity for assets management and protection.

There is a range of requirements to the name of AG in Liechtenstein:

• All company names must end with the following words or their abbreviated forms: Aktiengesellschaft or AG, or their foreign language equivalents such as SA.
• It should not be identical to or too similar to a name already appearing on the register of companies.
• A name that may imply government patronage cannot be used.
• The company name can be in any language using Latin or German characters, but the Registry may require a German translation. Names in Cyrillic alphabet are not allowed.
• Special permission must be obtained if national or international state or place names are planned to be used in the company name: Liechtenstein, State, Country, Municipality, Principality.
• The following names, their derivatives or foreign language equivalents require consent or a license: Bank, Building Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Red Cross, as well as any other names that may suggest association with the banking or insurance business.

The following steps are required to incorporate a company in Liechtenstein:

1. Check availability of a company name: an enquiry must be made to the Office of Land and Trade Registry of the Liechtenstein National Administration that keeps the register of companies to make sure the proposed name is not used by any other company. After registration, the company name is protected (exclusiveness of the registered name).

2. Apply for a trade license: the submission of a trade license application to the Office of Economic Affairs is required if the company will be commercially active in Liechtenstein.

3. Draw up the Articles of Association and founding documents.

4. Register with tax authorities: obtain a certificate of tax compliance from the tax authority (and if applicable, the application for a VAT number).

5. Open a company bank account.

6. Pay in company capital.

7. Appoint a custodian: in case of setting up an AG.

8. Obtain the statement of acceptance of the auditor(s), the statement of independence and the notification of the auditor responsible.

9. Obtain acceptance and certified statement of the company signatories (particularly the managing director and the board of directors).

10. Apply for registration at Liechtenstein's Commercial Register: to register a company in Liechtenstein's Commercial Register, the following documents require to be submitted:

• A certified registration application;
• Certificate of tax compliance from Liechtenstein's tax authority;
• Proof of the company's capital (bank confirmation of the capital deposit);
• The acceptance- and statement of all who may sign on behalf of the company;
• Acceptance- and statement of independence of the auditor(s);
• Certified Articles of Association and/or the recorded founding documents;
• Trade license warranty (if required).

In general, the formation of a new company in Liechtenstein takes 1 week. It is possible to buy a shelf company of this type, though it should be noted that owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not widely available.

There are a number of restrictions on the activities of Liechtenstein bodies corporate and trusts. They 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 license is obtained.

Liechtenstein companies must maintain a registered office in Liechtenstein and keep there the details of the directors, officers and shareholders, as well as the annual report (prepared by medium-size and large corporations, it need not be submitted to the Public Registry, but be made available at the registered office of the corporation for inspection by the general public). Every corporation must appoint as its resident agent / legal representative a citizen of an EEA Member State or a Liechtenstein entity. The resident agent represents the company in dealings with the authorities, and is the legal agent for service on the company of communications and notices of any sort. Unless specifically authorized the resident agent has no other function or capacity and may not conduct business or legally bind the company.

There are no statutory requirements for a Liechtenstein company to have a seal.

Liechtenstein corporations may open accounts with banks both within and outside Liechtenstein.

The redomiciliation of companies to or from Liechtenstein is permitted.

The corporation in Liechtenstein is managed by the board of directors. The members of the board are elected by the general meeting of shareholders for a first maximum term of three years and thereafter for maximum terms of six years. The board may consist of one or more natural or legal persons, but at least one member of the board of directors authorized to represent and conduct business for the corporation must be a citizen of an EEA Member State permanently resident in Liechtenstein and also be authorized to practice as a lawyer, trustee or auditor or have commercial qualifications recognized by the Government. There are no other restrictions as to the nationality or residence of the board of directors. Director’s details are disclosed to the local agent and appear on the public file. Board meetings of the company may take place both in and outside Liechtenstein.

Liechtenstein companies are not required to appoint a company secretary.

It is mandatory for the corporation in Liechtenstein to appoint an auditor. He is appointed by the general meeting. The auditors may not be appointed for a first term of more than one year and subsequent appointments may not exceed three years. The auditors may not hold share rights in the corporation to be audited, including not through third parties. And vice versa, an audit company in which the corporation to be audited holds share rights, including through third parties, may not be appointed as auditor. The auditors may not be members of the board of directors and must be independent of the board.

The corporation must be formed by at least two founders, who may be individuals or companies of any nationality or residence. Notwithstanding this, AG’s share capital may be held by only a sole person after its formation. Shareholders’ details are disclosed to the local agent but do not appear on the public file.

General meetings are to be held annually within six months after the close of a business year in or outside Liechtenstein.

In 2019, the Principality of Liechtenstein enacted the Law on the Establishment of a Centralized Beneficiary Register of Companies and Trusts.

By law, all obligated persons (companies and trusts) must collect and provide information on their beneficiaries to the Liechtenstein Office of Justice. If there are any changes to the provided information, the companies must report these within 30 days.

The beneficial ownership information that companies and trusts must collect and maintain includes:

• for individuals: name, date of birth, country of residence and nationality;
• for local legal persons: registration number, name, legal form, registered office;
• for foreign legal persons: registration number, name, legal form, registered address, date of entry in the commercial register, data on beneficiaries.

The Liechtenstein Centralised Beneficiary Register is not a public register. The information in the registry may not be used for any other purpose. Only competent authorities and the so-called obliged entities - financial institutions (brokers, banks etc.) and persons offering various professional services (notaries, attorneys etc.) have access to the register.

The register of beneficiaries of trusts is only accessible to the competent authorities and the "obliged entities".

The share capital of the corporation is normally denominated in Swiss francs (CHF), but can also be denominated in USD or EUR. The minimum capital is CHF 50,000 or USD 50,000 or EUR 50,000, which must be fully paid in. At the time of registration, a bank certificate must be provided attesting that the capital has been deposited in a special incorporation account at any Liechtenstein or Swiss bank. The capital remains in this account until registration is complete. Should the capital exceed CHF 50,000 (or the same amount in USD or EUR), and if the company is to have registered shares, then the greater of 25% of the capital or CHF 50,000 must be paid in. If the company is to have bearer shares the total capital allocated to each share must be paid in before the shares may be issued. Immediately after registration, the capital becomes available to the company for the conduct of its affairs.

Usually the authorized share capital is CHF 50,000 divided into shares of CHF 100 each.

Bearer shares and shares with no par value are permitted.

With the agreement of the shareholders, a company shall be liquidated where:

• the company was formed for a specified object and this object has been achieved;
• the company was formed for a limited duration;
• the general meeting of shareholders has voted to liquidate the company.

Without the agreement of the shareholders, a company shall be liquidated when:

• the company becomes bankrupt;
• the company has been ordered by a court of law to be liquidated.

The general meeting of shareholders is empowered to order the liquidation of the company. Upon resolving to liquidate, the meeting shall designate one or more liquidators and specify their authorities. The general meeting may, at any time, dismiss the liquidators. The obligations and powers of the liquidators include: unrestricted right to sell the assets of the company to the extent that the general meeting has not otherwise resolved; right to issue legal proceedings; right to settle debts and to incur new indebtedness insofar as it is necessary; obligation to prepare annual financial statements during the course of liquidation; duty to declare the company bankrupt if they determine that the company’s liabilities exceed its assets.

The decision to liquidate must be entered in the Public Registry. The company retains its legal personality and adds ‘in liquidation’ to the company name. The general meeting of shareholders and the auditors are retained as organs of the company during liquidation, however their functions are restricted to those necessary to the liquidation process and to those which the liquidators cannot themselves carry out. A notice to creditors is published in the official gazette of Liechtenstein. The liquidation procedure begins with the preparation of liquidation financial statements and continues with the winding-up of ongoing business, settling the obligations of the company insofar as possible, realization of the company’s assets and the collection of amounts due from shareholders insofar as the same is necessary to pay the company’s debts. Known creditors who have not responded to the official notice to creditors may be paid either by depositing funds with the court, or by direct payment to the creditor. Remaining assets are distributed as a liquidation dividend.

At any time during the liquidation, the general meeting may rescind its decision to liquidate and resume the conduct of company business. If the liquidation is completed and the company has no further outstanding obligations, the company can normally be removed from the Public Registry six months after the appearance of the official notice to creditors. Thereafter, a general meeting is called for the purpose of approving the closing financial statements and discharging the liquidators. All records of a liquidated company must be preserved for ten years.