LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting The ultimate responsibility for disclosure and transparency lies with the board of directors. In particular, the board is responsible for drawing up the annual report. The auditors must review this annual report. Liechtenstein law does not impose a general obligation on a Liechtenstein corporation to disclose its corporate governance or to report thereon. However, Liechtenstein corporations that have issued securities listed on the regula - tor market in the EEA must include and publish a specific corporate governance report in their annual report. Article 1096a PCA lists in detail the required content for such corporate govern - ance report. Pursuant to Article 182a PCA, the members of the board of directors of a legal entity have a col - lective duty to ensure that the required account - ing documents, as well as the corporate gov - ernance report, are prepared and disclosed in accordance with the provisions on accounting. Furthermore, institutional investors and asset managers shall develop and publicly disclose a participation policy. The participation policy shall describe how institutional investors and asset managers monitor the companies in which they have invested with regard to important matters, in particular with regard to corporate govern - ance. Liechtenstein companies that are subject to foreign listing rules, due to their listing on a foreign stock exchange, are subject to such for - eign listing rules.
6.2 Disclosure of Corporate Governance Arrangements Please see 1.3 Corporate Governance Require- ments for Companies With Publicly Traded Shares . 6.3 Companies Registry Filings The Office of Justice ( Amt für Justiz ) in Vaduz maintains the commercial register in Liech - tenstein. Liechtenstein corporations must be registered in this commercial register in order to come into legal existence. Furthermore, any subsequent changes of the articles of associa - tion of such corporation must be registered as well. Additional filings which a Liechtenstein cor - poration is obligated to submit to the Office of Justice include the appointment (and any sub - sequent changes) of the persons who can rep - resent that corporation, their signing powers, the annual accounts and any change in such com - pany’s structure, such as a liquidation, merger or spin-off. The consequences of failing to make such filings include the nullity of the respective appointments and changes towards third parties. The Office of Justice has supervisory powers in relation to the due organisation of a Liechtenstein corpo - ration. Therefore, it can intervene and request a corporation to rectify any non-compliance with the minimal standards set forth by Liechtenstein statutory law – eg, a sufficient number of board members or representatives. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors A Liechtenstein corporation must have an exter - nal auditor that meets the statutory requirements of independence. Such an auditor is an external organ/body of the corporation. For smaller cor -
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