Anstalt Company Registration in Liechtenstein - Business Starting & Setup

Establishment (Anstalt) is a type of entity of private law of Liechtenstein which can only be found in this country. Establishment has unlimited legal capacity and may be incorporated for long-term commercial and other purposes.

Establishment is a flexible structure, which can be used as a foundation or instead of it, or like company limited by shares as a commercial enterprise or a holding company.

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

• The name of the Anstalt must contain the word ‘Anstalt’ or its foreign language equivalent (English: ‘Establishment’, French: ‘Etablissement’, Italian: ‘Stabilimento’).
• A name 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. Obtain the statement of acceptance of the auditor(s), the statement of independence and the notification of the auditor responsible.

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

9. 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 Establishment in Liechtenstein takes 3-5 days. 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.

Establishments must maintain a registered office in Liechtenstein and keep there the details of the directors, officers and shareholders. Every Anstalt must have a legal representative or agent for service which must be a natural person, resident in Liechtenstein or a Liechtenstein corporate entity. The agent for service represents the company before the authorities and his/its address is regarded as the official postal address of the company. According to the law he may accept the service of declarations and any other notice or information of whatever nature and kind whatsoever. In the absence of a specific power of attorney or authorization, the agent for service has no further competences. The agent for service has no management authority.

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

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

The redomiciliation of Anstalts to or from Liechtenstein is permitted.

The Anstalt is managed by the board of directors. The board of directors are normally appointed by the founder for a term of three years, but may be appointed for lesser or longer terms of office. The board may consist of one or more natural or legal persons. At least one director, authorized to represent and conduct business for the Anstalt must have his registered office in the country. This member must also be authorized to practice as a lawyer, trustee, or auditor, or have other qualifications recognized by the government. There are no other requirements as to the nationality or residence of the remaining members of the board. Director’s details are disclosed to the local agent and his name, addresses, and signatory authorities are registered in the Public Register and appear on the public file. Board meetings of the company may take place both in and outside Liechtenstein.

Anstalt is not required to appoint a company secretary.

The law requires the appointment of an auditor, if Anstalt carries on business, or if its objects permit it to do so. If the objects of Anstalt are limited to the management of assets, holding of participations and other rights, then it is not necessary to appoint an auditor.

The Anstalt can be formed by one founder, individual or corporate of any nationality or residence. Founder’ details are disclosed to the local agent but do not appear on the public file. Annual meetings of founders are not required unless otherwise provided for in the articles.

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 capital of Anstalt is normally denominated in Swiss francs (CHF), but can also be denominated in USD or EUR. Anstalt must have a minimum capital of CHF 30,000 or USD 30,000 or EUR 30,000, which must be fully paid in. A certification by a Liechtenstein or Swiss bank that the capital has been paid in must be presented to the Registry officials along with the other constitutive documents. The capital must remain in the incorporation account at the bank until Anstalt is registered. It is then available to the Anstalt to be applied according to the objects.

Usually the authorized capital is CHF 30,000.

The capital may be segmented into shares which may or may not have the character of a security. Where the capital is to be segmented into shares, the minimum sum to be contributed is 50,000 CHF or EUR or USD.

The right to liquidate is that of the founder or the holder of the founder’s rights. In a resolution to liquidate, the founder shall designate one or several liquidator(s) and establish his (their) authority. The resolution to liquidate will be entered in the Public Register, and notice to creditors will be published in the official publication of Liechtenstein. The Anstalt in liquidation retains its identity as a legal person and adds the words ‘in liquidation’ to its name. In the liquidation process the liquidators must first prepare a liquidation balance sheet. Thereafter they must proceed to call in receivables, realize the assets and wind-up current business. The liabilities of the Anstalt are to be discharged. Fixed assets are to be liquidated and uncalled capital called in to the extent that the same is legally required. Known creditors may be paid either by depositing funds with the court, or by direct payment. The liquidation surplus is distributed to the beneficiaries. An Anstalt in liquidation must nevertheless prepare annual financial statements. At any time during the liquidation process the founder may rescind his decision to liquidate and carry on with business as usual. Generally speaking after the expiry of six months calculated from the notice to the creditors, the Anstalt may be struck off the registry. Prior thereto the supreme executive organ of the Anstalt must approve the final financial statements and exonerate the liquidators. Any liquidation proceeds are paid to the beneficiaries designated by the holder of the founder's rights. All records of a liquidated Anstalt must be preserved for ten years.

Liechtenstein introduced the Anglo-Saxon concept of trust into its legislation in 1926 and since then has been the only continental European country to recognize the trust relationship. The Anglo-Saxon trust legislation was not adopted blindly, but with modifications. For example, in Liechtenstein trusts there is no bar against accumulation of income, nor against perpetuities.

Trusts may be set up under foreign law, but may not have more favorable treatment than would apply under Liechtenstein law.

Purpose of Trust. A Trust in Liechtenstein may be formed for commercial or non-commercial purposes insofar as the said purposes are not illegal or immoral.

A Trust in Liechtenstein is suited to the long-term protection of assets, family assets or to estate planning.

Trust Name. Trust name can be freely chosen in any language. However, it is required to check the name in he Commercial registry for availability. National and international names of countries and geographic locations cannot be used in a trust name.

A word “Treuhänderschaft” (Trust) in full form should be added to the name.

Trust Formation. The law requires the trust to be set up by a written agreement (deed of trust) between the settlor and trustee(s) or through a unilateral Trust declaration and its acceptance. The deed of trust may be in any language and should include provisions describing the nature of the trust property, conditions regarding beneficiaries, and ultimate disposition of the trust property. The trust deed may provide for the appointment by the settlor of a third party to act as protector and to assist the trustees either in an advisory capacity or with joint power of decision.

Any trust with a duration of more than 12 months must within 12 months of its establishments be either registered with the Public Registry (by making available to the Registry a document containing the name or description of the trust, date of establishment, duration, and full names and residence of trustees) or get the original deed of trust or its certified copy deposited with the Public Registry.

A registration fee of CHF 200 is payable on registration.

Any changes to the particulars of the trust must also be recorded at the Public Registry. The trust deed or details of the trust are not available for public inspection, so confidentiality is preserved.

Minimum Trust Property. No minimum requirement of Trust property exists for the formation of a Trust in Liechtenstein. It can be CHF 1,000.

Trust Organization. The settlor of a Trust in Liechtenstein is the founder of the Trust and it is he who provides the Trust property. The settlor of a Trust in Liechtenstein may be a legal or natural person. As is the case with an English law Trust following its formation, the settlor of a Trust in Liechtenstein enjoys no rights as to the administration or control of the Trust. Accordingly, the settlor of a Trust in Liechtenstein may only exercise those rights which are expressly stated in the Trust deed.

The administration of a Trust in Liechtenstein obligates the Trustees to give a comprehensive account of their work as Trustees. Therein, it is required that the Trust property be held by the Trustees in separation from their personal assets. Where the Trust property of a Trust in Liechtenstein perishes or where the Trust property is lost by the Trustees, the beneficiary/beneficiaries may demand under certain conditions that the Trust property which has been lost be replaced by an equivalent amount of assets.

Auditors may be appointed by a Trust in Liechtenstein to ensure that the obligations set out in its Trust deed are complied with.

The settlor of a Trust in Liechtenstein designates the beneficiary/beneficiaries of the Trust. The beneficiary / beneficiaries may be the settlor himself or any other natural or legal person. The beneficiary / beneficiaries of a Trust in Liechtenstein exercises only a passive role in the management of the Trust.

Accounts. It is not required to file annual accounts to Liechtenstein Tax administration.

Taxation of Trust. A Trust in Liechtenstein is required to pay annually CHF 1,200 in corporate income tax. Trusts are exempt from filing tax return.

Liquidation. Trust Deed can freely set the reasons or conditions for dissolution of trust.

The liquidation of a Trust in Liechtenstein may take place at any time. There exists no specified time limit which must be adhered to.

A Foundation (Stiftung) in Liechtenstein is an autonomous special-purpose Fund that has its own legal personality. The said special-purpose Fund is separate from the assets of its founder and forms the assets of the Foundation from then on. The assets of a Foundation in Liechtenstein are wholly liable for the liabilities of the Foundation. A Foundation in Liechtenstein may be formed as a private-benefit Foundation in the form of a pure family Foundation, as a charitable Foundation, as a church Foundation as well as a maintenance Foundation. In contrast to a corporation under private law, a Foundation in Liechtenstein has no members, partners or shareholders.

Purpose of Foundation. A Foundation in Liechtenstein may be formed for the carrying on of charitable or private purposes. Notwithstanding this, a charitable Foundation in Liechtenstein may only carry on commercial activities if they either lead directly to the achievement of its charitable purposes or they are expressly allowed for by law. In contrast thereto, a Foundation in Liechtenstein which is formed for private purposes may carry on commercial activities if the said activities are necessary for the proper investment and management of its assets.

Foundation Name. Foundation name can be freely chosen in any language. However, it is required to check the name in he Commercial registry for availability. National and international names of countries and geographic locations cannot be used in a trust name.

A word “Stiftung” (Foundation) in full form should be added to the name.

Formation of Foundation. A Foundation in Liechtenstein is formed through an officially recorded Foundation declaration. The said declaration is not publicly available. Foundations in Liechtenstein that are carrying on commercial activities must be registered in the Commercial Register. The Commercial Register is a public register. Charitable Foundations in Liechtenstein which are not carrying on commercial activities must similarly be registered in the Commercial Register. In contrast thereto, private-benefit Foundations in Liechtenstein which are not carrying on commercial activities are only required to lodge its Foundation document with the court.

Minimum Capital. For the formation of a Foundation in Liechtenstein, a minimum CHF 30,000 or Euros or US. Dollars must be contributed to its capital.

Organization of Foundation. The founder of a Foundation in Liechtenstein determines its purpose and its beneficiaries. The said rights may be exercised by a trustee vis-à-vis third parties. However, a trustee is not authorized to transfer or bequeath the founder‘s rights. Furthermore, the founder of a Foundation in Liechtenstein may reserve the right to revoke the Foundation or to amend the Foundation document.

The Foundation council is the administrative body of a Foundation in Liechtenstein. It is required that at least one of its members has his law office address in Liechtenstein and that he possesses certain professional qualifications.

The address of the person registered as a Foundation's representative will be the Foundation’s official address. The representative will also act as the contact person between the Foundation and the authorities.

The rights of the beneficiaries of a Foundation in Liechtenstein shall be regulated by its articles of association and by-laws. The said rights may be restricted and conditions may be attached. Moreover, the founder of a Foundation in Liechtenstein is entitled to designate himself as its beneficiary. A distinction requires to be made between the different classes of beneficiaries which include: prospective beneficiaries, discretionary beneficiaries and the ultimate beneficiaries. Following the death of a beneficiary of a Foundation in Lichtenstein, where this is explicitly provided for, the next specified person takes the deceased beneficiary‘s place and not the deceased beneficiary‘s heir (or heirs).

Accounts. All the documents of unregistered Foundation related to its activities, must always be accessible in order to determine Foundation’s assets.

In case Foundations registered in Commercial Register are carrying on commercial activities in order to achieve their non-commercial purposes, they are obliged to keep accounting record and file audited balance sheet with the Tax administration within 6 months after the end of the accounting year.

Taxation of Foundation. A Foundation in Liechtenstein is required to pay annually corporate income tax rate at a single rate of 12.5% on its taxable income. Therein, a Foundation in Liechtenstein must pay annually at least CHF 1,200 in corporate income tax. Due to the interest deduction on equity capital, a deduction of 4% is to be deducted when calculating the tax liability of a Foundation in Liechtenstein. Furthermore, a Foundation in Liechtenstein which qualifies as a Private Asset Structure (PAS) in accordance with Liechtenstein‘s tax law of January 1st, 2011 shall always only pay corporate income tax of CHF 1,200 each year.

No tax requires to be paid by a Foundation in Liechtenstein on the dedicating of assets to the Foundation or on the allocation of the Foundation assets to its beneficiaries. Furthermore, following Liechtenstein‘s tax reforms, the Capital and Coupon taxes have been abolished. The estate-, inheritance- and capital transfer taxes are no longer required to be paid by natural persons.

Dissolution of Foundation. A Foundation in Liechtenstein may be liquidated by declaration of its invalidity or dissolution. Foundation can be declared invalid only in cases stipulated by law and in compliance with the provisions of the articles of association. Foundation can be dissolved in the following cases:

• winding-up of Foundation’s assets;
• resolution refusing the wingding-up due to the deficit of assets for reimbursement of costs of the winding-up;
• court order about dissolution;
• resolution by Foundation council.

Foundation council is obliged to pass a resolution on Foundation’s dissolution in the following cases:

• if it got admissible requirement from the founder about invalidity of the Foundation, if the purpose of the Foundation was achieved or became unachievable, e.g. due to the lack of the assets;
• if the term of activity indicated in the Articles of Association expired;
• there are other conditions stipulated by the Articles.

Preparation for the winding-up, carried out by the Foundation council and Commercial register, lasts 5 days.

The same conditions apply to the lodged foundations. In this case the liquidation procedure until striking off the Register lasts 6 months, as it is required to block the procedure for 6 months after the third notification of the creditors. Upon approval of the Register it is possible to reduce the time limit and allocate the assets before the expiration of 6-month period, provided the creditors’ interests are not influenced. The procedure of liquidation ends by striking the Foundation off the Register.

Family Foundation. A private-benefit Foundation in Liechtenstein may be formed as a “pure” family Foundation for the management of family and commercial assets internationally. Furthermore, the said Foundation may be formed to ensure the long-term safeguarding of the assets, particularly family structures which are internationally dispersed, thereby optimizing the allocation of the assets across borders.

A personal-benefit (family-) Foundation in Liechtenstein may be set up in such a way that founder‘s relatives shall be well provided for after his death whilst at the same time as compelling the said relatives to comply with certain conditions. A further advantage of a private-benefit Foundation in Liechtenstein being used to transfer the founder‘s assets to his offspring-instead of by way of a gift or a legacy - is that it avoids a fragmentation of the family assets.

A private-benefit Foundation in Liechtenstein is not subject to external supervision and is not required to be registered in the Commercial Register - a public register. Furthermore, it is not mandatory that the Foundation document be lodged with the court. Instead it is sufficient that a private-benefit Foundation in Liechtenstein only submits a notification of its formation to the Registry of Deeds and Public Registry office. Moreover, there is no requirement for a private-benefit Foundation in Liechtenstein to disclose the identities of its beneficiaries to the Liechtenstein authorities.

A short overview of the main differences between a trust and a foundation is set out below:

The fact that trust deeds are usually drafted in greater detail than foundation documents and specify all of the rights and duties of the settlor, trustee and beneficiaries is attributable to their origins in the common law concept of trusts, which is based on the decisions of the courts rather than on statute. Foundations which are rooted in the civil law tradition are always governed by statutory provisions and therefore do not require such detailed private law provisions. Being a civil law jurisdiction, Liechtenstein has codified its trust law. However, Liechtenstein trust deeds are nonetheless still drafted in detail as this leaves open the option of a subsequent transfer of the trust to a common law jurisdiction (this can be achieved easily through the appropriate amendment of the choice of law clause in the trust deed and the corresponding change in the identity of the trustee). Moreover, the adaptation to the Anglo­Saxon style of trust deed helps to increase the recognition of a trust abroad in cases with international aspects. For this reason, Liechtenstein trust deeds often contain elements of Anglo­Saxon trust law although such inclusions would not be necessary under Liechtenstein law (e.g. perpetuity period). In addition, trust deeds are drafted in such detail so that it is possible to adapt Liechtenstein trust law, which is dispositive in many respects, to the needs of the client. Due to the liberal regulation of trust law, this can be done without any difficulty.

Following the reform of foundation law in 2009 and the reform of tax law in 2010, the differences between the two Liechtenstein legal forms – trust and foundation – have increased. Trusts have acquired clear advantages. An obvious benefit is the relatively high degree of flexibility and operating freedom they allow (both for the settlor and for the trustee) since they are based on dispositive law. These have been significantly curtailed in the case of foundations since the reform.

A significant difference between trusts and foundations is that a foundation is much less flexible with regard to its purpose. One speaks of foundations being subject to the principle of rigidity. This underlying principle requires the founder to stipulate the foundation’s purpose (in particular, the rules designating beneficiaries) at the time of its establishment in a manner that is unalterable. The foundation’s purpose may only be altered by the founder during his lifetime provided that he has reserved the right to do so in the foundation deed. In addition, this right is restricted to founders who are natural persons. It is possible to grant the settlor of a trust comparable rights. However, in the case of a trust, the additional option exists of granting the trustee a broad and far-reaching discretion to alter the terms of the trust without the settlor’s consent although the exercise of such discretion is often contingent upon the protector’s consent. The principle of rigidity is not known to Liechtenstein trust law, and trusts are therefore a dynamic instrument for asset structuring.

Trusts are not subject to corporate income tax since they are not legal persons; however, they have to pay the minimum corporate income tax thus affords trusts a clear advantage over foundations and other asset structures with legal personality as far as taxation is concerned. While it is necessary to structure and establish legal persons (foundations, establishments, etc.) as what are known as private asset structures in order to obtain exemption from the duty to submit a tax return and limit taxation to the minimum amount of corporate income tax, the same is not necessary in respect of trusts. In the case of a trust, the trustee simply pays the minimum corporate income tax of CHF 1,200 annually, irrespective of the type of trust property or its value, and does not have to satisfy the requirements of a PVS.