LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
5. Shareholders 5.1 Relationship Between Companies and Shareholders Under Liechtenstein law, shareholders do not owe any duty of care, loyalty, or any other duty to the corporation. This principle applies to both minority and majority shareholders in their capacity as shareholders. Conversely, shareholders, in proportion to their voting powers, can influence the key decisions to be taken in relation to corporate governance issues at the level of the shareholder meeting. In this regard, their voting rights can prove a use - ful tool to supervise and influence the board of directors and its strategy. However, under Liech - tenstein law, a shareholder is neither required to participate in the shareholder meeting, nor to exercise his/her voting right on any agenda item of such meeting. Depending on the scope of their participation, shareholders are subject to certain statutory disclosure requirements as regards their share - holdings. Such obligations apply to sharehold - ers of listed corporations, or companies that are regulated by and under the supervision of the Liechtenstein FMA. 5.2 Role of Shareholders in Company Management Liechtenstein law does not impose on the share - holders of a Liechtenstein company any duty or obligation except for the obligation to pay up the shares that they subscribed. In particular, the shareholders do not owe the company a duty of care or loyalty. It should be noted that, under Liechtenstein law, a shareholder cannot be forced to exercise his/her voting rights.
However, if a shareholder is also a member of the board of directors, he/she will be subject to the duties owed by board members to the cor - poration, in particular, a duty of care and loyalty. 5.3 Shareholder Meetings Unless a company’s articles require a larger number of meetings, there shall be at least one shareholder meeting per year (annual sharehold - er meeting/ordinary shareholder meeting). At the occasion of such annual general meeting, the key decisions are taken by the shareholders on financial matters (annual accounts, use of profits, other financial aspects for which a shareholder vote can be required under a corporation’s arti - cles, etc). In addition, the shareholders at such meeting decide on the discharge of the board of directors and, in some instances, of the manage - ment board and, to the extent necessary, elect or re-elect members of the board of directors and the auditor of the corporation. If all shareholders are present or validly rep - resented by a proxy, the shareholder meeting qualifies as “universal/full shareholder meeting” for which the requirements and timelines regard - ing the calling of a shareholder meeting do not apply. Shareholders who jointly hold 10% of all countable votes arising from the share capital are entitled to request the calling of a sharehold - er meeting. In addition, shareholders of at least 5% of all the votes arising from the corporation’s share capital are entitled to request that an item be placed on the shareholder meeting agenda. Furthermore, it is possible to hold additional/ extraordinary general shareholder meetings. Such meetings can be convened by the board of directors in accordance with the articles and statutory law. It is also permissible for a share - holder who represents at least 10% of the cor - poration’s share capital to request the board to
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