A sole proprietorship is an individual that operates a commercial business in his/her own name and at his/her own responsibility. In this context, the business proprietor bears the sole responsibility and all of his/her personal (even private) assets are available to meet the liabilities of his/her business up to an unlimited amount.
A sole proprietorship has no legal personality separate from that of the business proprietor (as is the case, for example, for legal entities). It is also an advantage of a sole proprietorship that the business proprietor is not required to provide a legally required minimum capital.
The corporate name is the name by which the business engages in business activities. As far as the possible corporate names are concerned, provisions which must strictly be complied with apply. Furthermore, there is an obligation laid down in the law to use the corporate name as entered in the commercial register. The family name of the business proprietor must always be included in the corporate name of the sole proprietorship’s business. The spelling of the family name must be exactly the same as the family name entered in the civil status register and it cannot be modified. In case of double-barrelled names, both names must be included in the corporate name. If first names are used in a sole proprietorship, at least one of the first names must be written out.
Furthermore, it is also permissible to include other additions in the corporate name besides the name of the business proprietor, e.g. the description of the business activity, the registered office of the business or made-up names.
The law does not require a minimum capital for a Liechtenstein sole proprietorship.
The formation of a sole proprietorship requires only one person, i.e. the business proprietor. The indicated registered office must be the municipality in which the business is located (no c/o address allowed). The basic precondition for the start of the planned business activity of a sole proprietorship is a business registration for simple trades or a business licence for qualified trades. As regards the business proprietor’s personal data, the first name and the family name and a complete address must be indicated. Furthermore, the Business Act provides that for general managers whose place of residence is abroad it is mandatory that the business address be entered in the commercial register as the address for service or that a legal representative be entered therein.
Persons authorised to sign
If, in addition to the business proprietor, further persons sign on behalf of the sole proprietorship, these persons must also be mentioned in the commercial register and the extent of their authority to sign must be indicated (single signature, single registered power of attorney (“Einzelprokura” in German), joint signature with two signatures being required, joint registered power of attorney (“Kollektivprokura” in German) with two signatures being required).
Duty to register and exemption from registration
If the sole proprietorship carries on a trading, manufacturing or commercial business, it is obliged to have it entered in the commercial register at the place where its head office is located. With the exception of certain commercial trades, in particular money, exchange, securities, stock exchange and debt collection transactions, activities as a commission agent, agent or broker, fiduciary and trustee transactions, activities as a consultant, messaging and exchange of information and insurance undertakings, all trades are exempt from the obligation to be entered in the commercial register, if the annual turnover does not exceed the sum of CHF 300,000.00.
Disclosure and bookkeeping requirements
There is no disclosure requirement for sole proprietorships. Sole proprietorships are only required to keep books, if an annual gross turnover of more than CHF 10,000.00 is reached. Thus, if the annual gross turnover is less than CHF 10,000.00, sole proprietorships are exempt from keeping books.
The commercial register fees for the new registration of a Liechtenstein sole proprietorship amount to between CHF 300.00 and 500.00. Additional fees can be incurred for the entry of persons authorised to sign, for the filing of the application and for certifications etc.
Statutory basis (German only)
Persons and Companies Act (Personen- und Gesellschaftsrecht - PGR) of 20 January 1926; Liechtenstein Law Gazette 1926 no. 4; in the respective valid version
Ordinance of 11 February 2003 on the Commercial Register (Verordnung vom 11. Februar 2003 über das Handelsregister) (Commercial Register Ordinance; HRV); Liechtenstein Law Gazette 2003 no. 66; in the respective valid version
Fact sheet of the Office of Justice on the new registration of a sole proprietorship