1989 - 2018 29 years in business Wednesday, 24th October 2018

LIECHTENSTEIN



 


Legal forms of Company
 

Liechtenstein Foundation
 

Liechtenstein Establishment
 

Liechtenstein ‘Aktiengesellschaft’ (Company Limited by Shares)
 


Liechtenstein ’GmbH’ (Limited liability Company)
 

Trust settlement
 

The trust Enterprise
 

Liechtenstein Taxes (view more details)
 

International Tax Agreements (view more details)

 

    Liechtenstein distinguishes between the legal forms of companies and companies which are commercially active and those which are note.
    The distinction between a holding company and a domiciliary company is no longer made.

 

Liechtenstein Foundation (view more details)

 

    The foundation is the most common form of a company established in Liechtenstein. Assets, with which the foundation is endowed, become separate from the assets of the founder, and are put to a specific purpose. The foundation created is a separate legal person. Foundations are best suited to the administration of assets and as a means of securing long-term, ordered succession. The foundation is suitable to only a limited extent for the pursuit of commercial objects.

 

Liechtenstein Establishment (view more details)

 

    The establishment, or Anstalt, is a corporate form particular to Liechtenstein. It is an autonomous fund with beneficiaries which can be used as an instrument for commercial objects or for the administration of assets. The Establishment, therefore, can be used for a range of purposes. It is particularly suitable for commercial transaction but also as an asset-management company or as a holding company. The purpose is stipulated in the by-laws and can be of economic or non-economic nature.

 

 

Liechtenstein ‘Aktiengesellschaft’ (Company Limited by Shares)

 

    The AG in Liechtenstein largely conforms in its legal form with the AGs of most other countries of continental Europe. The capital is divided into shares. Bearer or registered shares admissible, the minimum nominal value is not stipulated. The company limited by shares is suitable for all economic objects, in particular for active international commercial transactions, or for subsidiary companies or for assets etc.

 

 

 

Liechtenstein ’GmbH’ (Limited liability Company)

 

    The Limited liability company (GMBH) is formed by two or more members, with a minimum of SFR 30,000 at their disposal, who join together for an defined purpose. The minimum subscription amount from any one shareholder is SFr 50, and further amounts need not be paid unless stipulated in the Articles. The liability of each partner is therefore limited to this exact amount.

 

Trust settlement

 

    The trust settlement is based on the Anglo-American model. This legal instrument can be used in a similar manner to the foundation, but there is more freedom of structure with the trust, as there are no similar restrictions of its purpose.

 

    The settler transfers real or personal property or rights (as trust property) to the trustee, who is obligated to hold or make use of this trust property against all others in his own name as an in dependent legal owner for the benefit of one or more third parties.  (Beneficiaries).

 

    In contrast to the foundation, a legal person is not created, but a form of contractual relationship is made.

 

    A) Language

 

    The official language is German. A translation of the German-language formation deed will be prepared upon request.

 

    B) Purpose/Object

 

    The purpose/object may provide for the pursuit of commercial or non-commercial activities in any legally admissible form, for example, the trade of goods , the acquisition of investments, financing, the administration of real estate, leasing, the administration of assets for certain beneficiaries or for purely charitable purposes.

 

    Banking business may only be pursued by banks, and the administration of assets for third parties may only be undertaken by licensed  Liechtenstein trustees.

 

    C) Formation

 

    The persons required for the formation of the trust are:
    –          The settler
    –          The Trustee(s)
    –          The beneficiary / beneficiaries

 

    The trust deed/deed of creation must be in writing, and the trustee most also accept the office in writing.

 

    D) Creation

 

    The trust comes into existence with the signing of the agreement (trust deed) by the settlor and the trustee or by means of a trust letter. The optional entry in the public register (instead of disposition) does not have a constitutive effect.

 

    E) Registration or Deposition

 

      If there is a desire to register the trust in the public register the following information must be provided:

        – Date of formation
        – Designation of the Trust settlement,
        – The duration of the Trust (may be indefinite)
        – The name and address of the trustees

 

        The names and addresses of the settlor and beneficiaries are not required.

 

        As an alternative to registration, it is possible to deposit the trust deed with the public register office. In this case, the trust settlement is not listed on any register and it is only possible to inspect the trust settlement when the person can prove their entitlement to do so.

 

        F) Trust property

 

        There is no stipulated minimum amount of trust property.

 

        G) Administration

 

        It is the responsibility of the trustee to attend to the administration of the trust. The trustee, in his/her own name, is personally responsible for the administration of the assets to the benefit of the beneficiaries. The address of the law office of a least one of the members of the administration must be in Liechtenstein, and he/she must possess certain professional qualifications.

 

        In the case of a trust settlement, the Liechtenstein trustee may also be a legal/juridical person.

 

        In addition to the trustee based in Liechtenstein, any number of natural or legal persons, residing/based in Liechtenstein or abroad, may also be made trustees.

 

        H) Supervisor Bodies

 

        In order to ensure the observance of the provisions in the trust deed, and auditor, a protector, a curator or a collator may be appointed.

 

        I) Legal Representative

 

        The law does not prescribe a legal representative for trust settlements

 

        J) Beneficiaries

 

        In a trust, the beneficiaries entitled to the yield and/or the assets are designated directly by the settlor or, having regard to the provisions in the articles. Through another body. In addition to the entitlement to designate the beneficial interest, the settlor or the specified body also determine, through the articles and/or by-laws, the conditions and the extent of the beneficial interest.

 

        As a rule, the by-laws form an integral part of the articles and frequently have priority over them, but they need not be deposited with the public register office. The by-laws may be revocable or irrevocable, modifiable or unalterable. It is also possible for amendments to be admissible to start with and then, following the occurrence of a certain event (such as the death of the settlor), for the by-laws to be unalterable. Within certain limits, the implementing bodies must observe settlor’s instructions. Where no beneficiaries have been designated it may be assumed that the founder is the beneficiary. In this case succession shall be by inheritance. When certain prerequisites are fulfilled (as determined be law and the articles) the beneficial interest shall be exempt from creditor’s attachment.

 

        K) Accountancy

 

        There are accountancy requirements for a trust settlement.

 

        L) Time required for formation

 

        Not more than one week is required to form a company.

 

        M) Powers of attorney

 

        Powers of attorney may be conferred where, upon instruction of the administration, transactions are implemented by third parties. The holder of a power of attorney shall be under obligation to report to the administration. Due to the liability of the administration for the actions of the attorney it is casual to confer only specific powers of attorney limited with respect to time.

 

        N) Liquidation

 

        Trust settlements may be deregistered in a few says. Without exception, the prerequisite for deregistration is the conclusion of liquidation.

 

        O) Fees and taxes

 

        The special endowments without personality (trust) are neither taxed transparently nor are they subject to the taxation of revenue of legal entities in Liechtenstein. Provided that the seat or the actual management are located in Liechtenstein or provided that the company generates domestic revenues, only the minimum taxation of revenue (CHF 1,200.00) is levied.

 

        P) Foreign Law

 

        Trust settlement based upon foreign law may be formed in Liechtenstein. Liechtenstein law shall be applicable to third parties.

 

        Q) The drawing up of a balance sheet.

 

        There is no obligation to draw up a balance sheet , and there is no requirement to appoint an auditor. The trustee must keep his/her personal assets distinctly separate from the trust property, and in order to do this it is necessary to keep orderly books of account.

 

The Trust Enterprise

 

        This extremely versatile legal form is particular to Liechtenstein. It is a flexible instrument that can be structured similarly to a corporation or a foundation. Depending upon the structure it takes, the trust enterprise may provide an instrument for commercial objects or for the administration of assets.

 

        A)    Name

 

        The name can be freely chosen in any language (in Latin or German characters), and imaginative names are also admissible. After registration, the company name is protected (exclusiveness of the registered name). Special permission must be obtained if you are intending to use national and international state or palce names in the company name.

 

        B)    Language

 

        German is the official language. A translation of the German-Language formation deed may be prepared upon request.

 

        C)    Purpose/Object

 

        The purpose/object may provide for the pursuit of commercial or non-commercial activities in any legally admissible from, for example, the trade of goods, the acquisition of investments, financing, the administration of real estate, leasing the administration of assets for certain beneficiaries or for purely charitable purposes. However, banking business may only be pursued by banks, and the administration of assets for third parties may only be undertaken by licensed Lichtenstein trustees.

 

        D)    Nominal capital

 

        The nominal capital, as determined in the articles, may be fixed in Swiss francs, euros or US dollars. Attention must be paid, however, to the minimum required capital. Upon formation the capital may be paid in cash or kind. The minimum capital must be CHF 30,000 or the equivalent value in any desired legal currency and may be divided into units of shares (with or without the character of securities).

 

        E)     Formation

 

        The Trust enterprise is formed by means of a formation deed and articles that must be submitted to the competent authorities. It may be formed by one natural or legal person. Generally, formation ensues on a fiduciary basis.

 

        F)     Creation

 

        The Trust enterprise under obligation to register first comes into existence upon entry in the public register (commercial Register)

 

        G)    Governing Authority

 

        The governing rights are usually held by the founder who then transfers these rights by means of an instrument of assignment (documentary evidence of ownership).

 

        The property rights may also be assigned to persons other than the bearer(s) of the founder’s right.

 

        The administration is undertaken by the board of trustees. In so far as commercial activities are undertaken, or the articles make provision for such activities, an audit authority must be appointed as a third governing body.

 

        Further options for governing bodies may also be discussed.

 

        H)    Administrative body

 

        The address of the legal offices of a least one member of the administration (board of trustees) must be in Liechtenstein, and that person most possess certain professional qualifications. Any number of natural or legal persons residing in Liechtenstein or abroad may be made members of the board of trustees. The board is the trust’s responsible body.

 

        I)       Auditor

 

        If the Trust enterprise engages in commercial activities, or the articles provide for such activities, then an auditor must be appointed. Trustee, trust companies with a trustee concession, auditors and chartered accountants are licensed to act as auditors.

 

        J)       Beneficiaries

 

        In the case of the trust enterprise the beneficiaries entitled to the yield and/or the assets are designated either directly by the settlor or, depending upon the provisions in the articles, by another body. In addition to the designating the entitlement to the beneficial interest, the settlor or specified body also determines the conditions and extent of the beneficial interest with reference to the articles or by laws.

 

        The by-laws which, as a rule, form an integral part of the articles and frequently have priority over them, need not be deposited with the public register office. They may be revocable or irrevocable, modifiable or unalterable. It is also possible for amendments to the admissible to start with and then, following the occurrence of a certain event (such as the death of the settlor), for the by-laws to be unalterable. Within certain limits the implanting bodies must observe the settlor’s instructions. Where no beneficiaries have been appointed it may be assumed that the founder personally is the beneficiary. In this case succession shall be by inheritance. If certain prerequisites determined by law and the articles are fulfilled, then the beneficiary interests shall exempt from creditor’s attachment.

 

        I)       Accountancy

 

        It is a legal requirement that the trust enterprise keep books of account. The books of account may be kept in any desired, legal currency and also in the English, French, Italian, submitted to the Liechtenstein tax administration office, in which case it must be accompanied by a German translation.

 

        M) Declaration

 

        Trust enterprises that do no engage in commercial activities and whose purpose/object as laid down in the articles does not provide for the pursuit of such activities (those enterprises created solely for the investment and administration of assets, or the holding of investments, or other rights) shall draw up a statement of assets and liabilities each year. Based on this, the Liechtenstein administrative body shall inform the public register office that a statement of assets and liabilities is available and that in the preceding year commercial activities were not pursued (The statement of assets and liabilities must not be submitted).

 

        N) Time required for formation

 

        Not more than one week is required for formation.

 

        O) Powers of Attorney

 

        Power of attorney may be conferred where, upon instruction of the administration, transaction are implemented by third parties. The holder of a power of attorney shall be under obligation to report to the administration. Due to the liability of the administration for the actions of the attorney it is usual to confer only specific of attorney limited with respect to time.

 

        P) Liquidation
        The trust enterprise may not be dissolved until six months at the earliest after the third call to creditors. In all cases, the prerequisite for deregistration is the conclusion of liquidation.

 

        R) Beneficiary

 

        In case where the individual/s entitled to the economic benefit of the Trust are not determined, it is assumed that the settlor, personally, is the beneficiary.

 

        S) Submission of Balance sheet

 

        If commercial activities are undertaken, or it is possible according to the articles that such activities may be undertaken, then an audited account must be submitted to the  Liechtenstein Tax administration Office.

     

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