LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
Schurti Partners Attorneys-at-Law Zollstrasse 2 9490 Vaduz Liechtenstein Tel: +41 442 442 000
Email: mail@schurtipartners.com Web: www.schurtipartners.com
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The predominant form of corporate/business organi - sation is the corporation ( Aktiengesellschaft ). For smaller business entities, the Liechtenstein establish - ment ( Anstalt ) is also quite common, albeit less popu - lar in an international context. The limited company ( Gesellschaft mit beschränkter Haftung ) plays a less significant role in practice. Likewise, the European company ( Societas Europaea – SE) is not very com - mon in Liechtenstein. 1.2 Corporate Governance Legislation and Regulation There is no separate piece of legislation or special code for corporate governance rules in Liechtenstein. Therefore, the key legislative source is the Liechten - stein Persons and Companies Act (PCA), which is not only the fundamental piece of legislation for Liechten - stein companies of any type, but also provides the legal framework for Liechtenstein corporations. Due to Liechtenstein’s membership to the European Economic Area (EEA), the SE EU Council Regulation (EC) 2157/2001 of 8 October 2001 applies directly in Liechtenstein. As a result, Liechtenstein enacted its national SE Act, which complements the aforemen - tioned EU Regulation. At present, Liechtenstein does not have a stock exchange of its own. However, recently the Liech - tenstein legislator enacted the Trading Place and
Exchange Act (TPEA), which entered into force on 1 February 2025. The TPEA lists best practice rules and provisions for listed companies. Furthermore, the TPEA includes the regulatory framework for the opera - tion of stock exchanges and other trading venues in Liechtenstein. It remains to be seen to what extent the TPEA will become relevant in practice: to date, and in the absence of a Liechtenstein stock exchange, very few Liechtenstein companies are listed on for - eign stock exchanges in Switzerland or EEA member states. Furthermore, there are a number of laws that deal with similar rules, such as the Takeover Act ( Übernahmege- setz ) and the Disclosure Act ( Offenlegungsgesetz ). In addition, such Liechtenstein companies are subject to certain Liechtenstein law requirements (Article 1096a PCA), one of which constitutes the obligation to pre - pare a corporate governance report. In addition, for supervised corporations such as banks, life insurers or asset managers, additional laws that form part of the financial services regulation are relevant, such as the Banking Act, the Insurance Supervision Act and the FMA Act. On 1 July 2026, a revision of Liechtenstein trust law will enter into force. This new legislation will strengthen trust governance by introducing, as a new requirement, the person entitled to information ( Infor- mationsberechtigter ). As a result, the trustees of a Liechtenstein trust are subject to a new obligation to provide information in accordance with the new statu - tory rules.
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