LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
1. Trends 1.1 M&A Market
requirements, although this only applies to conver - sions within the EEA; the rules applicable on conver - sions to Switzerland or other third countries are likely to remain unchanged. Similarly, the existing rules on cross-border mergers will be further harmonised, with greater formalism offset by numerous procedural sim - plifications. Overall, the implementation of the Directive increases legal certainty and transparency in the area of cross- border corporate restructuring. Despite certain pro - cedural adjustments, the new legal framework gives companies greater planning reliability for cross-border transformation processes. The legislator is also preparing for the implementation of the EU listing Act 2024/2810 and the provisions on multiple vote shares therein. Finally, as the Liechtenstein financial market has grown strongly and constitutes a central pillar of the country’s economy, the financial market laws were aligned more closely with EEA law in 2025. These comprehensive reforms and strategic initiatives, which include the implementation of specific laws for invest - ment firms and the revision of existing rules for banks, position Liechtenstein as a modern and competitive financial centre in the heart of Europe. 1.3 Key Industries To a large extent, M&A transactions in Liechtenstein concern private equity investments and are cross- border in nature, due to the small size of the coun - try. M&A deals that involve public listed companies based in Liechtenstein frequently take place via stock exchanges situated outside of Liechtenstein. Liechtenstein insurance companies have become increasingly active in certain insurance portfolio transfers (both inbound and outbound). These types of asset deal transactions are specifically regulated by the Insurance Supervision Act (VersAG) and require approval by the Liechtenstein Financial Market Authority. Such portfolio transfers enable the parties to transfer larger bundles of policies without obtaining individual consent from the policyholders, and there - fore constitute an attractive option to transfer insur - ance businesses without the need for a share deal.
In light of the general trend towards digitalisation, Liechtenstein has invested extensively in the mod - ernisation of the public administration over the past few years. The digitalisation of administrative proce - dures has significantly enhanced efficiency for the closing of M&A transactions. Shareholder resolutions can also now be passed virtually. In general, these recent developments strengthen digitalisation and enable faster, more efficient and cost-effective cor - porate transactions and greater flexibility for all parties involved. 1.2 Key Trends There have recently been extensive changes in the area of corporate law, to implement Directive (EU) 2019/1151 in the Liechtenstein Persons and Compa - nies Act (PGR). Inter alia, the Liechtenstein legislature created the possibility to incorporate certain compa - nies digitally and to file electronic applications to the commercial register. As part of another digitalisation project, the commercial register is now to be mod - ernised further so that, in future, all entries can be submitted electronically, regardless of a company’s legal form. The project is scheduled for completion in the second half of 2026. Looking ahead, the implementation of Directive (EU) 2019/2121 regarding cross-border conversions, mergers and spin-offs will be of great importance. This directive and the national provisions for its imple - mentation will not only reform the legal framework for cross-border conversions and company migrations but also provide a clearer legal framework for cross- border mergers. The implementation of this Directive also introduces specific statutory provisions for both cross-border and purely domestic spin-offs and de- mergers, thus creating a coherent and uniform legal framework for corporate transactions. This constitutes an important legislative step since, in the past, spin- offs and de-mergers were permitted in practice but could not rely on specific rules of statutory law. Cross-border conversions were already permitted, but the new rules impose a more formalised pro - cedure due to European Economic Area (EEA) legal
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