LIECHTENSTEIN Law and Practice Contributed by: Hannes Arnold, Thomas Nigg, Christina Pointner, Sebastian Auer, Johannes Sander, René Saurer and Marta Baftiaj, Gasser Partner
uten ) and the deposit of the required minimum capital at a Liechtenstein bank. Capital may also be contrib - uted in kind, in which case an expert valuation report is required. The incorporation is typically executed in a notarised public deed ( öffentliche Urkunde ). For the GmbH, a simplified incorporation procedure is avail - able using a standardised model protocol ( Muster- protokoll ) that requires only certification of signatures rather than full notarisation. The entity is then reg - istered with the Commercial Register, which reviews the application for compliance with all legal require - ments before approving registration. Legal personality is acquired upon entry in the Commercial Register. If the entity intends to conduct a commercial busi - ness, a trade permit ( Gewerbebewilligung ) must also be obtained. Foundation (Stiftung) A foundation is established by a unilateral declara - tion of the founder ( Stiftungserklärung ). Foundations may be registered in the Commercial Register. In the case of a deposited foundation, a founding declara - tion ( Gründungsanzeige ) must be filed with the Com - mercial Register within 30 days. Trust (Treuhänderschaft) A trust is established by execution of a trust deed ( Treuhandurkunde ) between the settlor and the trus - tee. No minimum capital is required, and no notari - sation is necessary. Trusts must be either registered in the Commercial Register or deposited if they are established for a duration exceeding 12 months. The trust does not acquire legal personality through regis - tration or deposit; these serve evidentiary and regula - tory purposes. 3.3 Ongoing Reporting and Disclosure Obligations All entities registered in the Commercial Register must notify the Commercial Register of any changes to the board of directors, management, articles of asso - ciation, registered office or authorised signatories. Deposited foundations and trusts are subject to cor - responding notification obligations. Entities operating a commercial business in a com - mercial manner are required to keep proper books and records in accordance with commercial account -
ing principles and must submit their audited annual financial statements to the Commercial Register and the Liechtenstein Tax Administration (for audit require - ments, see 3.4 Management Structures ). Under Liechtenstein’s anti-money laundering frame - work, all entities are required to maintain a register of beneficial owners ( Verzeichnis der wirtschaftlich bere- chtigten Personen ), which is not publicly accessible but must be available to the Financial Intelligence Unit (FIU) and other competent authorities upon request. Entities subject to specific regulatory supervision, such as charitable foundations (overseen by the Foundation Supervisory Authority, STIFA) or financial services entities (supervised by the Financial Market Authority, FMA), are subject to additional reporting requirements under the applicable special legislation. 3.4 Management Structures Liechtenstein follows a monistic (one-tier) system of corporate governance. All legal entities have a supreme body (typically the general meeting of shareholders or an equivalent organ) and an executive body (the board of directors, or equivalent), which is responsible for overall management and representation. The articles of association may additionally provide for a supervi - sory board ( Aufsichtsrat ), which would approximate a two-tier structure, although this is very rare in practice. Entities that do not have a licensed trade or financial market director must appoint at least one board mem - ber who is a licensed Liechtenstein fiduciary, attorney, or auditor (or equivalent EEA-qualified person). For the foundation, the governing body is the foun - dation council ( Stiftungsrat ), which must consist of at least two members. The foundation council man - ages the foundation’s assets and ensures compliance with the foundation’s purpose. It is initially appointed by the founder and thereafter typically reconstituted by co-optation or in accordance with the foundation deed. For the trust, the trustee is responsible for the admin - istration and management of the trust assets in the interest of the beneficiaries. As of 1 July 2026, every private-benefit trust must designate at least one infor - mation-entitled person ( Informationsberechtigter ) with
578 CHAMBERS.COM
Powered by FlippingBook