Liechtenstein Company Formations
Liechtenstein - AG Limited Liability Company Incorporation
We can incorporate several forms of company in Liechtenstein:
- The Anstalt: a company with no shareholders, which is like a foundation, and is often used to hold shares of companies outside Liechtenstein
- The limited liability company: called the Aktiengesellschaft or AG or a special category of limited liability company called the Gesellschaft mit beschränkter Haftung - GmbH – which has no shareholders
The Anstalt, the AG and the GmbH have a number of characteristics:
- There must be written company statutes; these are deposited with the Registrar and are available for public viewing. including details of shares or capital, share structure of the entity and their registered office
- The names of the directors, officers and shareholders are kept at the registered office
- The Corporate name can be in any language and must include the name of the type of entity: such as GmbH or AG. Where words are not permitted these are to do with licensed activities such as banking or those which indicate a country or region of the world
Anstalt - special Holding company structure
The Anstalt, is a holding company in Liechtenstein. There are no shareholders as such, simply beneficiaries, rather like a foundation or a trust.
This structure is used for holding patents or royalties or real estate.
The capital is at least CHF 30,000.
One director is required, which would normally be the person nominated to keep the company in good standing. This could well be the Liechtenstein based agent of the company.
The management of non-Liechtenstein assets is not a commercial activity, but should the Anstalt have a commercial activity, annual audited accounts need to be lodged.
Limited Liability Company
There are a lot of different forms of Limited Liability Company in Liechtenstein including companies without shares, but we concentrate on a simple model.
The standard Limited Liability Company (Aktiengesellschaft) is incorporated by two or more shareholders and has a minimum capital of CHF 30,000. The minimum amount which can be subscribed to by any one shareholder is CHF 50.
Only the minimum capital needs to be paid up, and the liability of each member of the company is the share capital which each member has subscribed to.
- Various types of share can be issued, including preference, registered, voting and no-par-value shares. Only registered shares can be issued at below par value
- Voting rights can be varied between all types of shares, and voting rights can be limited in accordance with company statutes
- In this simple model a minimum of one director is require.
- Exempt from taxes in Liechtenstein - because their activity is outside, needs to have a local professional as an agent
- Audited annual accounts have to be lodged
Liechtenstein AG Company Formation
- Reserving your Company Name
- Liaising with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Prepare your Company Registration Forms
- Drafting the Articles of Association / Statutes
- Registration with the Chamber of Commerce
- File the documents with the Liechtenstein Registry
- Appoint the Directors
- Minutes appointing first Directors
- Preparation of the first minutes of Board Meeting
- Initial Government licence fee payable on incorporation - based on share capital of CHF 30000
- Certificate of Incorporation
- Company secretarial service: first annual charge
- Issue of shares and production of Share Certificates
- Compliance with minimum local domicile requirements: provision of the registered office and registered agent in Liechtenstein: first annual charge
- All documents and certificates supplied in a professional folder
- Delivery of documents by FedEx / DHL courier
To incorporate a Liechtenstein company the following is required for the company registrar:
- Proposed Company Name
- Brief Description of Company Activities
- Shareholders Details
- Company Directors Details
- Liechtenstein Registered Office Address
- Memorandum of Association and Articles of Association - Which we draft for you
Your Liechtenstein company must have a registered office, which must be a physical address in Liechtenstein. The registered office is where documents may be legally served on the company. we provide this registered office service in Liechtenstein.
Company Directors and Shareholders
- Directors and Shareholders may be of any nationality
- The names of directors and shareholders are filed at the companies registry
- There is no requirement to appoint a Liechtenstein resident director
- The shareholders of the Liechtenstein company can be either corporations or individuals
To start the incorporation of your Liechtenstein company we initially only require, the proposed company name, details of the company directors, shareholders and the proposed activities.
Annual Government Fee
There is an annual fee payable by all companies registered in Liechtenstein of CHF 1,200 (€1,000).
All companies registered in Liechtenstein are classified into 1 of 4 types - micro, small, medium or large - based upon a company's balance sheet, turnover and number of employees. The category dictates which accounting and reporting documents a company must produce and file as well as how much detail each document must include.
A company is classified if it meets any two of that categories criteria for two consecutive years.
- Balance sheet does not exceed CHF 421,000 (€345,000)
- Turnover does not exceed CHF 842,000 (€690,000)
- Average number of employees is less than 10
- Balance sheet is between CHF 421,000 - 7,500,000 (€345,000 - 6,150,000)
- Turnover is between CHF 842,000 - 15,000,000 (€690,000 - 12,300,000)
- Average number of employees is between 10 - 50
Companies have differing accounting and reporting requirements depending on the classification of the company:
Currency and Language
If a company has not conducted any commercial activity in the relevant accounting period accounts may be drawn up in any language and any currency.
Details of beneficial owners, shareholders and directors are available to the authorities via mandatory registers that each company must prepare and file. This information is not available for public inspection.
Mandatory annual general meetings must be held each year where annual accounts and auditors reports are presented for approval by the shareholders before being filed with the authorities.
Liechtenstein Ready Made Company
Due to the high startup costs of companies in Liechtenstein ready made companies in this jurisdiction are relatively difficult to find.