|Type of Company
|Common or Civil Law
|Disclosure of Beneficial Owner
|Migration of Domicile Permitted
|Tax on Offshore Profits
|Language of Name
|Minimum Number of Shareholders
|Minimum Number of Directors
|Bearer Shares Allowed
|Corporate Directors Permitted
|Company Secretary Required
|Standard Authorised Share Capital
|Government Register of Directors
|Government Register of Shareholders
|RECURRING GOVERNMENT COSTS
|Minimum Annual Tax/Licence Fee
|Annual Return Filing Fee
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.
The Principality of Liechtenstein has a population of approximately 30,000 people.
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.
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.
The official currency of The Principality of Liechtenstein is the Swiss Franc.
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).
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT:
|Aktiengesellschaft – AG (Company Limited by Shares)
|Gesellschaft mit beschränkter Haftung – GmbH (Private Limited Company without Shares)
|Anstalt (Establishment, commercial and non-commercial without shares)
|Treuunternehmen (Registered Trust).
One of the main attractions of Liechtenstein is its extremely flexible company law, which allows for the creation of any type of legal organisation, which is recognised under the law of any jurisdiction in the world. 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 (not the By-laws) 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
RESTRICTIONS ON TRADINGA 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.
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.
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.
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.
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.)
BEARER SHARES PERMITTED
Yes, for Aktiengesellschaft only.
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 an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF 1,000.
Trusts pay a minimum annual tax of CHF 1,000 – or 0.1% on the net asset value.
DOUBLE TAXATION AGREEMENTS
Liechtenstein has only one double tax agreement, which is with Austria.
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.
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.
The concept of a company secretary is not recognised in The Principality of Liechtenstein.