LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The fundamental structure of a Liechtenstein corporation (AG) is not very complex. The vast majority of Liechtenstein corporations have a one-tier system which provides for a board of directors. The supreme executive/management body of a Liechtenstein corporation is the board of directors. Additional supervisory bodies are not common in Liechtenstein, but are permis - sible under statutory law. It is possible for the board of directors to directly manage the corporation. Alternatively, as it is the case in larger corporations, the board of directors can delegate operations and daily management to the executive management ( Geschäftslei- tung ). Liechtenstein law allows such delegation to be very comprehensive. However, the general supervision duty and the ultimate responsibility to keep the corporation in a financially sound condition must not be delegated. A delegation to the executive management must be dealt with in separate organisational regulations ( Organi- sationsreglement ). It is also possible that such regulations permit “personal overlapses” so that a board member can also be a member of the executive management. The organisational reg - ulations must define the powers which remain with the board of directors and the powers that are delegated to the executive management body. Liechtenstein law does not require board mem - bers to comply with any statutory independ - ence requirements. Nonetheless, case law has adopted, in some decisions, the principle that in order to avoid or mitigate personal liability, a board member must have sufficient availability,
capacity, and time to duly and carefully fulfil its obligations as a board member in a corporation. Employees are not entitled to send representa - tives to sit on the board of directors of a Liech - tenstein corporation. Nonetheless, it is possible that the articles of a corporation provide that a member of the employees is entitled to a seat on the board. 3.2 Decisions Made by Particular Bodies Under statutory law the board of directors is obligated to prepare any business for the gen - eral meeting of shareholders and to carry out the resolutions to set up any regulations which are necessary for an orderly business activity, to supervise the persons trusted with the man - agement and the representation of the company and to supervise the implementation of any legal requirements, articles and internal regulations, to advise regularly on the management of the busi - ness and take any necessary measures, and, where applicable, inform the court in the event of any approaching insolvency of the company. A supervisory board ( Aufsichtsrat ) is optional under Liechtenstein law. If installed, the task of this board is to supervise the management and the administration of the company. The board of directors and, where applicable, the supervisory board, can opt to install one or more committees with specific tasks. Furthermore, the general meeting of sharehold - ers is the supreme body of a corporation. Its tasks under statutory law are the election of the board of directors, the appointment of the audi - tors, the approval of the annual accounts and the assessment of the results and dividends, the discharge of the board of directors, the passing of resolutions regarding any amendment of the
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