LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
Furthermore, Liechtenstein companies which have issued shares that are publicly traded in another EEA member state must issue a corpo - rate governance report as part of their annual report. This corporate governance report must include, inter alia, all relevant information on the corporate governance policies and practices (including any specific corporate governance code) that the company is subject to. Under the TPEA, there are noteworthy corporate governance requirements for stock exchange operator companies. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance It is expected that Liechtenstein will implement EU Directive 2019/2121 on cross-border conver - sions, mergers and spin-offs before the end of 2025. The resulting new provisions in the PCA will provide Liechtenstein corporations and their shareholders and board members with addition- al options for domestic and cross-border M&A transactions, which may contribute to the more effective implementation of corporate govern - ance systems. Furthermore, hot topics include environmental, social and governance (ESG) issues, corporate social responsibility (CSR) and the implemen - tation and adaptation of the sanction regime triggered by the conflict between Russia and Ukraine. Comprehensive amendments to the PCA have been enacted to implement Directive (EU) 2019/1151. These new rules permit the possibil - ity of digitally incorporating certain companies. Furthermore, certain digital notarisation and cer -
tification services have been introduced since 1 May 2025. The cross-border exchange of information via the European System of Register Interconnec - tion is intended to be expanded. After the COVID-19 pandemic, the Liechtenstein legislature decided to maintain certain transi - tional provisions aimed at facilitating the hold - ing of shareholder and board meetings. Conse - quently, the PCA was amended to permit virtual board and shareholder meetings and to provide enhanced legal certainty for hybrid shareholder and board meetings. 2.2 ESG Considerations Due to Liechtenstein’s EEA membership, ESG issues have become very relevant for Liechten - stein companies in relation to reporting. Liech - tenstein continuously implements pertinent EEA/ EU directives dealing with ESG matters. There - fore, it is not a surprise that recent legislative changes to the PCA provide for various obli - gations in this regard. Article 1096b PCA lists the factors that a Liechtenstein company must comply with in relation to reporting and auditing. The specific obligations of a Liechtenstein com - pany depend on such company’s size. It is fair to conclude that ESG-related matters nowadays constitute important elements in the corporate governance system of Liechtenstein companies. Public companies must also report on sustain - ability matters in their annual corporate govern - ance report.
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