LIECHTENSTEIN Trends and Developments Contributed by: Lukas-Florian Gilhofer and Vivianne Auer, Ospelt & Partners Attorneys at Law Ltd.
Cross-Border Conversions under the Revised PGR: Liechtenstein’s Implementation of the Mobility Directive Introduction Liechtenstein has adopted legislation implement - ing Directive (EU) 2019/2121 (the Mobility Directive) through substantial amendments to th e Personen- und Gesellschaftsrecht (PGR) and to the Fusions- Mitbestimmungsgesetz , newly renamed the Umstruk - turierungs-Mitbestimmungsgestz (UMG). The reform introduces a harmonised legal framework for cross- border conversions, mergers and divisions of capi - tal companies within the European Economic Area (EEA). The amendments are expected to enter into force upon the entry into force of the relevant deci - sion of the EEA Joint Committee, which is anticipated during 2026. While cross-border mergers had already been regulat - ed at EU level, the legal framework governing cross- border conversions (ie, the transfer of a company’s registered office while preserving legal identity) and cross-border divisions previously lacked uniformity and legal certainty. The Mobility Directive addresses this fragmentation by establishing harmonised proce - dural standards and minimum protection mechanisms across the EEA. Liechtenstein, as an EEA member state, has now aligned its domestic company law with these standards. The revised PGR significantly expands corporate mobility while simultaneously strengthening safe - guards for minority shareholders, creditors and employees. It also introduces a structured legality review mechanism by the Office of Justice, includ - ing an express anti-abuse assessment. The reform therefore represents not merely a technical alignment exercise, but a recalibration of the balance between freedom of establishment and stakeholder protection. Legislative context and systematic integration into the PGR The Mobility Directive amends Directive (EU) 2017/1132 by introducing harmonised provisions on cross-border conversions and divisions and by refin - ing the regime applicable to cross-border mergers. Its core objective is to facilitate corporate mobility within
the internal market while preventing abusive arrange - ments and ensuring robust stakeholder protection. In Liechtenstein, these requirements have been imple - mented through amendments to the PGR rather than through the enactment of a standalone statute. The legislature deliberately chose to integrate the new rules into the existing corporate law framework, there - by preserving systematic coherence and embedding cross-border transactions within the broader corpo - rate governance architecture of the PGR. The new laws exclusively target the cross-border transaction from Liechtenstein to EEA and vice versa as well as purely national transactions. The amended provisions apply to capital companies within the meaning of the Directive. In Liechtenstein, this primarily includes the Aktiengesellschaft (AG), the Gesellschaft mit beschränkter Haftung (GmbH) and the Kommanditaktiengesellschaft (KGaA). The other legal forms under the PGR, such as founda - tions ( Stiftungen ) and establishments ( Anstalten ), are not covered by the harmonised regime. Where group structures involve mixed entities, preliminary restruc - turings may therefore be required before cross-border mobility procedures can be utilised. The revised provisions are structured around three categories of cross-border operations: cross-border conversions, cross-border mergers and cross-border divisions. Each category follows a detailed procedural sequence culminating in the issuance of a pre-trans - action certificate by the Office of Justice. The Directive also places significant emphasis on employee rights, reflecting broader European priori - ties in corporate governance and social responsibility. In Liechtenstein, these changes will be implemented through a comprehensive revision of the Employ - ee Participation in Mergers Act. This ensures that employee involvement remains consistent even when companies restructure across borders. Cross-border conversion: preservation of legal identity The most conceptually significant innovation – besides the already well-established cross-border mergers and divisions – is the formal recognition of
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