LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
1. Introductory 1.1 Forms of Corporate/Business Organisations
the TPEA will become relevant in practice. To date, and in the absence of a Liechtenstein stock exchange, only a small number of Liech - tenstein companies have been listed on foreign stock exchanges in Switzerland or in EEA mem - ber states. Furthermore, there are a number of laws that deal with similar rules, such as the Takeover Act ( Übernahmegesetz ) and the Disclosure Act ( Offenlegungsgesetz ). In addition, such Liech - tenstein companies are subject to certain Liech - tenstein 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 regu - lation are relevant, such as the Banking Act, the Insurance Supervision Act and the FMA Act. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares As only very few Liechtenstein companies have issued shares which are publicly traded, there is no comprehensive specific corporate govern - ance legislation in separate laws or rules. The PCA also includes a few mandatory cor - porate governance requirements. In particular an undertaking of public interest must have a separate committee of its supreme executive body ( Prüfungsausschuss ). It is the task of this committee to review and supervise the internal accounting, control and risk management sys - tems as well as the sustainability reporting and to report to the supreme executive body of the company about its findings.
The predominant form is the corporation ( Aktiengesellschaft ). For smaller business enti - ties the Liechtenstein establishment ( Anstalt ) is also quite common; however, it is less popular 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 common in Liechtenstein. 1.2 Sources of Corporate Governance Requirements There is no separate piece of legislation or special code for corporate governance rules in Liech - tenstein. Therefore, the key legislative source is the Liechtenstein Persons and Companies Act (PCA), which is not only the fundamental piece of legislation for Liechtenstein companies of any type, but also provides the legal framework for Liechtenstein corporations. Due to Liechtenstein’s EEA membership, 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 aforementioned EU Regulation. At present, Liechtenstein does not have a stock exchange of its own. However, recently the Liechtenstein legislature enacted a Trading Place and Exchange Act (TPEA) which entered into force on 1 February 2025. The TPEA lists rules and provisions of best practice for listed companies. Furthermore, the TPEA includes the regulatory framework for the operation of stock exchanges and other trading venues in Liech - tenstein. It remains to be seen to what extent
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