LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
2.2 Types of Decisions Under statutory law, the board of directors is obligated to: • prepare any business for the general meeting of shareholders; • carry out resolutions to set up any regulations nec - essary for orderly business activity; • supervise the persons trusted with the manage - ment and representation of the company; • supervise the implementation of any legal require - ments, articles and internal regulations; • advise regularly on the management of the busi - ness; and • take all necessary measures and (if necessary) inform the court in the event of any impending insolvency of the company. A supervisory board ( Aufsichtsrat ) is optional under Liechtenstein law. If installed, the task of this board is to supervise the management and administration of the company. The board of directors and, if it exists, the supervisory board can opt to institute one or more committees with specific tasks. The general meeting of shareholders is the supreme body of a corporation. Its tasks under statutory law are: • election of the board of directors; • appointment of the auditors; • approval of the annual accounts and assessment of the results and dividends; • discharge of the board of directors; • passing resolutions regarding any amendment of the articles; and • passing resolutions on matters that are reserved for the general meeting by law, or by the articles of the company. 2.3 Decision-Making Processes The shareholder’s meeting, as the supreme body of the Liechtenstein corporation, passes its resolutions by way of ordinary or extraordinary meetings. Typi - cally, the articles of association and the PCA spell out the specific rules for the convocation and holding of such meetings. Please also refer also to 5.3 Incorpo- ration and Registration .
Conversely, Liechtenstein statutory law provides for very few general rules in relation to the meetings and resolutions of the board of directors and the execu - tive management body. Additional statutory provi - sions exist for companies under the supervision of the Liechtenstein Financial Market Authority (FMA). However, the corporation’s articles of association or internal specific relations can include detailed provi - sions in this regard.
3. Directors and Officers 3.1 Board Structure
The board of directors of a corporation that does not have/does not require any Liechtenstein licence must include at least one member, which is in possession of a qualification/licence enabling it to act as a profes - sional trustee (see 4.4 Shareholder Claims ). 3.2 Board Members Typically, a board of directors consists of a chairper - son/president and other board members. The chair - person is usually in charge of organising the board meetings. In many boards, there is usually also a vice- president/vice-chairperson, who steps in when the chairperson is absent. The other members can also be allocated specific tasks. In large boards, there can also be internal committees provided that the articles of association permit this. Although not mandatory, it is a common task of the chairperson of the board of directors to also preside over the shareholder meetings of the company. Fre - quently, the corporation’s articles of association allo - cate additional roles to the chairperson, vice-chairper - son and/or the other board members. 3.3 Board Composition Please refer to 3.2 Board Members . 3.4 Appointment and Removal of Directors/ Officers Basically, it is the task of the general meeting of share - holders to elect and re-elect the members and the chairperson of the board of directors. To the extent that it is not dealt with differently in the corporation’s
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