Liechtenstein 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 0.1% on assets with min annual tax of CHF 1,000
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
Usual Authorised Capital CHF 50,000 CHF 30,000
Local Requirements
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 Requirements
Annual Return Yes Yes
Submit Accounts Yes Yes / No
Recurring Government Costs
Minimum Annual Tax/Licence Fee CHF 1,000 CHF 1,000
Annual Return Filing Fee N/A N/A

EEC 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.

EEC Population
The Principality of Liechtenstein has a population of approximately 30,000 people.

EEC 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 Councillors 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.

EEC 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.

EEC Currency
The official currency of The Principality of Liechtenstein is the Swiss Franc.

EEC Exchange Control
Under the treaty with Switzerland, there are no foreign Exchange Controls.

EEC 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

EEC 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.

EEC 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.
  • Names, addresses and nationalities of directors and confirmation that they consent to act as directors.
  • Confirmation that a Liechtenstein resident representative has been appointed.

EEC 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.

EEC 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.

EEC Language of Legislation and Corporate Documents
German, but foreign language translations can be obtained.

EEC Registered Office Required
Entities must appoint a local representative.

EEC Shelf Companies Available
Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not widely available.

EEC 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.

EEC 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.

EEC 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.

EEC 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.

EEC Suffixes to Denote Limited Liability

  • Aktiengesellschaft – AG Ltd or SA Ltd.
  • Gesellschaft mit beschränkter Haftung - GmbH.
  • Anstalt - Establishment

EEC 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

EEC 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.

EEC 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 by-laws.)

EEC Taxation

  • An Aktiengesellschaft pays a 4% coupon tax on dividends and an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF 1,000.
  • An Anstalt, whether commercial or non-commercial provided the capital has not been divided does not pay a coupon tax, but has to pay an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF 1,000.
  • A Stiftung, whether registered or deposited, does not pay a coupon tax, but has to pay a minimum annual capital tax of CHF 1,000 or 0.1% on the net asset value. Net asset values above CHF 2 million are liable to a capital tax of 0.075% and above CHF 10 million of 0.05%.
  • Trusts pay a minimum annual tax of CHF 1,000 - or 0.1% on the net asset value.

EEC Double Taxation Agreements
Liechtenstein has only one double tax agreement, which is with Austria.

EEC Licence Fees
See taxation.

EEC 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.

EEC 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.

EEC Company Secretary
The concept of a company secretary is not recognised in The Principality of Liechtenstein.

EEC Shareholders
The minimum number of shareholders/equity participants/ beneficiaries of any Liechtenstein entity is one, except of the GmbH, which requires two.