LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
below 5%, 10%, 15%, 20%, 25%, 33%, 50% or 66%, such transaction and the resulting new shareholdings must be notified in advance to the FMA and the target company. The Disclosure Act ( Offenlegungsgesetz ) further provides very detailed disclosure rules for a number of different scenarios. However, these rules only apply to Liechtenstein corporations listed on a stock exchange. Due to the AML legislation, a corporation must register shareholders/beneficial owners that hold more than 25% of the voting rights/share capital (or otherwise control the corporation) in a timely manner in the Reg - ister of Beneficial Owners, which is maintained by the Office of Justice in Vaduz. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements The ultimate responsibility for disclosure and transpar - ency lies with the board of directors. In particular, the board is responsible for drawing up the annual report, which the auditors must review. Liechtenstein law does not impose a general obli - gation on a Liechtenstein corporation to disclose or report on its corporate governance. However, Liech - tenstein corporations that have issued securities listed on the regulator market in the EEA must include and publish a specific corporate governance report in their annual report. Article 1096a of the PCA lists in detail the content required for such corporate governance report. Pursuant to Article 182a of the PCA, the members of the board of directors of a legal entity have a collec - tive duty to ensure that the required accounting docu - ments, as well as the corporate governance report, are prepared and disclosed in accordance with the provisions on accounting. Furthermore, institutional investors and asset manag - ers shall develop and publicly disclose a participation policy. The participation policy shall describe how institutional investors and asset managers monitor the companies in which they have invested with regard
to important matters, in particular with regard to cor - porate governance. Liechtenstein companies that are subject to foreign listing rules, due to their listing on a foreign stock exchange, are subject to such foreign listing rules. 5.2 Corporate Governance Arrangement Disclosure Please refer to 1.3 Companies With Publicly Traded Shares . 5.3 Incorporation and Registration The Office of Justice ( Amt für Justiz ) in Vaduz main - tains the commercial register in Liechtenstein. Liech - tenstein corporations must be registered in this com - mercial register in order to come into legal existence. Furthermore, any subsequent changes to the articles of association of such corporation must be registered as well. Additional filings that a Liechtenstein corpo - ration is obligated to submit to the Office of Justice include the appointment (and any subsequent chang - es) of the persons that can represent that corporation, their signing powers, the annual accounts and any change in such company’s structure, such as a liqui - dation, merger or spin-off. The consequences of failing to make such filings include the nullity of appointments and changes in third parties. The Office of Justice has supervisory powers in relation to the due organisation of a Liech - tenstein corporation. Therefore, it can intervene and request a corporation to rectify any non-compliance with the minimal standards set forth by Liechtenstein statutory law (eg, a sufficient number of board mem - bers or representatives). 5.4 Global Anti-Money Laundering In addition to the general duties of care of the board of directors as set out in the PCA, reporting requirements relating to AML are primarily established by the Due Diligence Act (DDA) – but also under the Liechten - stein Automatic Exchange of Information Act (AIA) Act and the Foreign Account Tax Compliance Act FATCA) Act. These requirements apply to various “reporting entities”, ranging from financial institutions to specific professions. The most critical reporting requirement is the duty to inform the authorities in the event of suspicious activities. Therefore, entities must imme -
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