Organisational and structural changes
A new managing director, a new company name, a new company domicile and perhaps a changed company purpose: Today’s companies need to be able to respond flexibly and swiftly to external influences – simply and without complication.
Thanks to the business-friendly and forward-looking operating conditions in Liechtenstein, companies that are based here can respond flexibly to all changes that arise for structural or organisational reasons. Short decision-making channels as well as the expeditious exchange of information with and between public authorities make this possible.
Change of domicile
The domicile of a company can be changed in Liechtenstein at any time. It needs to be entered in the Commercial Register at the Office of Justice and reported to the Office of Economic Affairs. The documents that are required for this are as follows:
Application for registration of the change of domicile
Formally-compliant resolution of the responsible managing body on the planned relocation of the domicile
Amended articles of association or shareholder agreements
If the company domicile is being relocated abroad, this may be done without dissolving the company in Liechtenstein. The following supporting documents are required by the Office of Justice (German only) for the necessary approval:
- Proof of the admissibility of the planned relocation of the domicile in accordance with the respective law of the country of destination.
- Formally-compliant resolution of the responsible managing body on the planned relocation of the domicile.
- Proof that creditors have been informed and publicly invited to register any possible claims arising out of the forthcoming relocation of the domicile.
- Proof that previously registered creditor claims have been reasonably secured, if these cannot be satisfied.
- In the case of companies that are subject to accounting obligations, the annual financial statements as well as the annual report of the last financial year, including the audit report.
- Certificate issued by the tax administration, confirming that all due taxes in Liechtenstein have been paid (certificate of satisfaction).
The company can be deleted from the Liechtenstein Commercial Register only once the domicile has been relocated and entered in the commercial register of the country of destination. To register this deletion, an extract from the commercial register of the country of destination must be presented, which documents the registration in this country. The approval of a domiciliary relocation abroad costs CHF 600.00.
If a non-domestic company wants to relocate its domicile to Liechtenstein, this is possible without a deletion abroad or new foundation in Liechtenstein. The necessary permit is issued by the Office of Justice and is realised by means of entry in the Liechtenstein Commercial Register. The following supporting documents are required:
- Extract from the Commercial Register of the previous company domicile or a correspondingly officially attested or notarial confirmation of the existence of the company and its managing bodies.
- Copy of the articles of association that has been attested or further attested with an apostille.
- Resolution passed by competent managing body that meets the formal requirements, confirming the planned domiciliary relocation as well as the articles of association that have been amended in accordance with Liechtenstein law.
- Proof of the admissibility of the domiciliary relocation in accordance with the national law of the previous company domicile.
- In the case of stock corporations, the audit report, and in the case of other legal entities adequate proof that the share capital is covered.
- Appointment of the managing bodies required under Liechtenstein law in accordance with the respective corporate form.
In respect of attestations of non-domestic documents and signatures, these rules (German only) must be observed.
Change of purpose or supplementation or extension of the trade permit
The purpose of a company may also be amended, supplemented or extended at a later date. The application to amend the company purpose (German only) may be submitted to the Office of Economic Affairs in electronic form. Special statutory permits may be required for certain purposes. Companies that are entered in the commercial register must cause their entry to be amended in accordance with the change to their trade permit. The following documents are required for this.
- Application for registration of the change of purpose
- Formally-compliant resolution of the responsible managing body on the planned change of purpose
- Amended articles of association or shareholder agreements
A supplemented trade permit purpose costs CHF 200.00.
Copy & suspension of the trade permit
A copy of a trade permit is available from the Office of Economic Affairs, fee: CHF 50.00. A trade permit may be suspended for a period of up to two years, if the waiving of the exercise of the commercial activity is declared in writing. The necessary registration is performed by submitting this form (German only) to the Office of Economic Affairs.
Change of company name
The change of the company name is essentially possible, so long as the new company name complies with the statutory provisions pertaining to company names and designations for the respective legal form. In addition, the following aspects need to be taken into account:
- Formally-compliant resolution passed by the competent managing body concerning the planned change of name
- Change or amendment of the articles of association or shareholder agreements
- Registration of the change or amendment of the entry in the Commercial Register at the Office of Justice. Information about the necessary documents and supporting records is available here
- If this is a sole proprietorship, a report must be made to the Office of Economic Affairs.
Change of managing director
If a new managing director is simultaneously the holder of the trade permit, then this must be approved by the Office of Economic Affairs, because special requirements then need to be fulfilled. The Office of Economic Affairs will check the employment contract, in order to ascertain whether this person will indeed hold a leading position in the company. If the future managing director does not fulfil these preconditions, then an operations manager must also be appointed who will be responsible for the exercise of the trade not merely vis-à-vis the holder of the trade permit, but also vis-à-vis the managing director.
The application to appoint a new managing director (German only) may be submitted to the Office of Economic Affairs in electronic form. If the new managing director is simultaneously the holder of the trade permit, then this must be recorded in the Commercial Register. The following documents are required.
- Application for the recording of the new managing director
- Formally-compliant resolution of the responsible managing body concerning the planned change of managing director
The fee for a change of managing director and/or operations manager is CHF 300.00.
Relevant laws (German only)
Persons and Companies Act (Personen- und Gesellschaftsrecht (PGR)) of 20 January 1926
Commercial Register Ordinance (Handelsregister (HRV)) of 11 February 2003
Appendix to the Ordinance of 11 February 2003 concerning Land Register and Commercial Register Fees (Anhang der Verordnung vom 11. Februar 2003 über die Grundbuch- und Handelsregistergebühren)
Trade Act (Gewerbegesetz (GewG)