LIECHTENSTEIN Law and Practice Contributed by: Hannes Arnold, Thomas Nigg, Christina Pointner, Sebastian Auer, Johannes Sander, René Saurer and Marta Baftiaj, Gasser Partner
comprehensive statutory rights to information and access vis-à-vis the trustee. The information-entitled person is also subject to a duty to review the trustee’s administration. The AG and the GmbH are generally required to appoint an auditor ( Revisionsstelle ), with limited exceptions for small entities meeting specific criteria. For the Establishment and the foundation, an audi - tor is required only if the entity conducts a commer - cial business in a commercial manner. For trusts, no statutory audit requirement applies. Entities subject to specific regulatory supervision, such as financial services entities supervised by the Financial Market Authority (FMA), are subject to additional governance requirements under the applicable special legislation. 3.5 Directors’, Officers’ and Shareholders’ Liability Liability of Directors and Officers Liechtenstein has a notably strict liability regime for directors and officers. All persons entrusted with the management and control of a legal entity are person - ally liable for damages caused by negligent or inten - tional breach of their duties. The liability is character - ised as contractual, which triggers a reversal of the burden of proof: the officer must demonstrate that no fault occurred, rather than the claimant proving negligence. Organs are liable primarily to the entity itself; only in exceptional circumstances may share - holders or third parties pursue direct claims against the organs. Multiple liable persons are jointly and sev - erally liable. Liechtenstein law explicitly codifies a business judge - ment rule: a board member acts in conformity with legal requirements if, in making an entrepreneurial decision, it was not guided by extraneous interests and could reasonably assume to be acting on the basis of adequate information for the benefit of the entity. The Supreme Court (OGH) has characterised the strict liability regime as a counterbalance to Liech - tenstein’s liberal and flexible corporate law system. Liability of Shareholders and Founders The fundamental principle across all Liechtenstein cor - porate vehicles is that only the entity’s own assets are liable for its obligations. Shareholders, founders and
beneficiaries are not personally liable for the entity’s debts beyond their respective capital contributions. However, Liechtenstein law recognises the concept of piercing the corporate veil ( Durchgriff ). Where the separation between a person controlling an entity and the entity itself is abused in violation of the principle of good faith, courts may disregard the separate legal personality and hold the controlling person person - ally liable. Conversely, the entity’s assets are gener - ally protected from claims by personal creditors of the founder or shareholder. The courts apply both the piercing and the reverse piercing of the corporate veil restrictively and only in clearly exceptional circum - stances. Liechtenstein’s employment law is characterised by a distinctive system rooted in the reception of multiple foreign legal orders. General contract law is based on the historical recep - tion of the Austrian Civil Code ( Allgemeines Bürgerli- ches Gesetzbuch , ABGB). The rules of interpretation applicable to contracts are therefore those of the Liechtenstein ABGB (FL-ABGB). Employment law itself, however, was adopted virtually verbatim from the Swiss Code of Obligations ( Obligationenrecht , OR) (Articcle 319 et seq. CH-OR) and is codified in § 1173a Article 1 to 113 FL-ABGB. In addition, Liechtenstein has developed its own body of law that supplements the received provisions. 4. Employment Law 4.1 Nature of Applicable Regulations This reception history is of considerable practical sig - nificance: Swiss legal scholarship and case law are regularly consulted for the interpretation of employ - ment law provisions, while Austrian commentaries and jurisprudence serve as guidance for the underlying contract law rules. The Liechtenstein Constitutional Court ( Staatsgerichtshof ) has clarified that, where the legal position in Liechtenstein and Switzerland is iden - tical, the case law of the Swiss Federal Supreme Court should generally be followed. Received provisions are to be interpreted in the same way as in their country of origin, since the Liechtenstein legislature intended
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