Liechtenstein’s Company Law currently
permits the establishment of any type of legal entity which can
be found anywhere in the world. The two most important
categories of companies are Holding Companies and Domiciliary
Companies.
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Holding Companies.
A Holding Company is defined in Liechtenstein as a company,
which is organised for the administration of capital or
assets, such as shares or bonds of one or more other
companies. It may own local or foreign property, including
copyrights, licenses, patents and trademarks. |
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Domiciliary Companies.
A domiciliary company has only a corporate seat, but no
business activities in Liechtenstein. The most common
corporate forms to obtain are the stock corporation
‘Aktiengesellschaft’ (AG) and the Anstalt, which is a
corporate/trust hybrid. |
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Anstalt (Establishment).
This legal entity combines the best of corporate and trust
features. It is unique to Liechtenstein and is proving to be
popular with those who want (and are quite willing to pay
for) the utmost in financial secrecy. |
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Stiftung (Foundation).
The Stiftung is the Liechtenstein version of the trust, and
it permits great flexibility in both its structure and
purpose. If structured to the particular needs of the
individual client, the foundation should not generally cause
any problems with any home country tax authorities. |
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Treuunternehmen (Trust
enterprise). This is yet another hybrid corporate/trust
concoction from the creative lawyers in Liechtenstein. |
The procedure for the establishment of
Liechtenstein entities follows civil law practice. The procedure
requires the submission to the Public Registry of the following
information:
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The Deed constituting the
statutes and by-laws signed by the subscriber or agent
(lawyer). |
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The proposed name of the
company. |
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Share capital, division of
capital and type of shares (where appropriate). |
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A declaration that the
minimum capital has been paid in cash into a Bank in either
Liechtenstein or Switzerland. |
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Names, addresses and
nationalities of the directors and confirmation that they
consent to act as directors. |
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Names, addresses and
nationalities of the shareholders (for installs). |
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Confirmation that a
Liechtenstein resident representative has been appointed. |
3. Authorized and Issued Capital.
The minimum authorised issued and paid up
share capital for an Aktiengesellschaft is Swiss Franc 50,000.
The minimum authorised issued and paid up
capital for an Anstalt is Swiss Franc 30,000.
The minimum authorised issued and paid up
capital for a Stiftung is Swiss Franc 30,000.
The minimum authorised and paid up capital
for a Trust is Swiss Franc 30,000.
The capital of all Liechtenstein Bodies
Corporate or Trusts must be expressed in Swiss Francs.
4. Which classes of Shares are permitted?
An Aktiengesellschaft may issue
Registered, Bearer, No Par Value, Preference Shares and Shares
with special voting rights.
A GmbH, Anstalt, Stiftung and Trust do not
have shares.
B.
Provisions in the Act relating to the Management and
Administration of the Companies.
1. Directors.
The minimum number of directors for
Aktiengesellschaft, GmbH and Anstalts is one. The directors may
be natural persons or bodies corporate and can be of any
nationality but at least one director must be a resident of
Liechtenstein.The board of directors has to observe the utmost
professional secrecy and to assume the corresponding
responsibility.
The Liechtenstein Stiftung does not have a
board of directors, but appoints a Council of Members, who may
be natural persons or bodies corporate. They may be of any
nationality but at least one member of the Council must be a
resident of Liechtenstein.
2. Shareholders.
The minimum number of shareholders/equity
participants/beneficiaries of any Liechtenstein entity is one.
3. Company Secretary.
The concept of a company secretary is not
recognised in the Principality of Liechtenstein.
4. Financial Statements Requirements.
An Aktiengesellschaft and GmbH are
required to submit audited financial statements to the
Liechtenstein tax administrator for assessment. A commercial
Anstalt is required to submit audited financial statements to
the Liechtenstein tax administrator. A non-commercial Anstalt
need not submit accounts to the Liechtenstein tax administrator.
A Stiftung need not submit accounts to the Liechtenstein tax
administrator.
If the company conducts commercial
activities or if its objects as defined in its articles of
association or statutes permit such activities, an audit
authority has to be appointed. This audit authority is one of
the company’s governing bodies.
5. Taxation.
All individuals, trusts and business
entities which are domiciled, or possessing property or business
premises, in Liechtenstein are subject to either personal income
tax or corporate (profit) tax.
There is no income tax levied against any
company which is domiciled in Liechtenstein if the company does
not receive local source income. Special tax rates apply to
domiciliary and holding companies, foundations and trusts.
Holding and domiciliary enterprises are
exempt from property, gains and profits tax. They have to pay a
capital tax at a preferential rate. The annual capital tax for
such holding and domiciliary enterprises is 1% of the paid up
capital or of the assets invested in the enterprise and of the
reserves, but at last CHF 1,000 per year. This is reduced for
Stiftungs with assets plus reserves exceeding CHF 2,000,000 to
0.75% and for assets plus reserves exceeding CHF 10,000,000 to
0.5%. The minimum tax of CHF 1,000 has to be paid in advance.
Liechtenstein has entered into a Double
Taxation Convention with Austria in order to avoid double
taxation on income and assets. This convention does not include
domiciliary and holding companies. Further conventions with
several Swiss cantons have been entered into, namely with
Fribourg, the Grisons, Schaffhausen and St. Gallen. No other
double taxation conventions have been conculed.
6. Professional Secrecy.
Professional and banking secrecy are
stipulated by Liechtenstein laws and are excellently protected.
Foreign authorities are granted
information only within the framework of mutual assistance in
criminal matters.
Notes
(1) For a copy of a full set of documents
to be made apostille in the jurisdiction will cost a minimum US
$
(2) If you are interested for the prices
of this jurisdiction, you may contact our offices.
(3) Stamp duty of 3% of the registered
capital of the company.
(4) Annual tax of 1% of the company’s
capital and retained earnings, payable in advance.
We are not responsible for any forthcoming
changes concerning the rules and regulations of the
jurisdiction.
