The Liechtenstein company limited by shares (AG) is one of the most popular and most common types of legal entities in Liechtenstein and it offers the advantage that it is known internationally. The Liechtenstein company limited by shares (AG) is a legal entity. Only the company’s assets are available to meet the liabilities of the company.
The general meeting represents the supreme corporate body of the company and it must be convened at least once a year for the approval of the annual accounts and fulfilment of the other duties laid down in the law and the articles of association. It is generally incumbent upon the board of directors to manage the company's business and represent the company in its relations with third parties. The board of directors can consist of one or more members and it is elected by the general meeting. The appointment of an audit authority which is elected by the general meeting is also a general requirement in Liechtenstein. It must audit the annual accounts and submit a report to the general meeting. The board of directors of a Liechtenstein company limited by shares (AG) which has issued bearer shares must appoint a custodian where the bearer shares must be deposited. In addition, a legal representative must be appointed, unless a domestic address for service has been designated. The legal representative is the official mail address and the contact point for the authorities.
The purpose of a Liechtenstein company limited by shares (AG) can be of an economic or non-economic nature and it can be in any legally permissible form, e.g. trade in goods, acquisition of participations, financing, management of real estate, management of assets for specific beneficiaries or for purely charitable purposes. The purpose of the company must thus be lawful and reasonable and it must be in line with good morals. In any case, it must be evident from the provision on the purpose of the company whether or not a business run along commercial lines is carried out. However, banking transactions can be carried out only by banks, and asset management activities for third parties can be carried out only by licensed Liechtenstein trustees.
The corporate name can be freely chosen, even made-up names and terms denoting an object are permissible, unless they contradict the main purpose. The unabbreviated addition “Aktiengesellschaft” or the abbreviation “AG” must, however, be included in the name. In addition, if there is a link between the company and the bearer of the name, personal names can be used as well.
The capital as laid down in the articles of association can be specified in Swiss francs, euros or US dollars. However, the minimum nominal capital must always be complied with. The minimum capital is CHF 50,000.00, EUR 50,000.00 or USD 50,000.00. The formation of the company can be in cash or in kind. The minimum capital must have been fully paid up or contributed upon the formation of the company. The capital is at the company’s free disposal, as soon as it has been entered in the commercial register.
The minimum capital of the company is divided into bearer shares or registered shares whose value can be freely chosen. In addition, a Liechtenstein company limited by shares (AG) can also issue shares with preferential voting rights which allow the founders to secure their influence. The nominal value of shares with preferential voting rights is lower, but the voting rights associated therewith are not limited, which grants greater influence.
The formation of a Liechtenstein company limited by shares (AG) requires at least two founders, but immediately following the formation, all shares can be united in the hands of one single person (this is called a one-man company limited by shares). The founders can be both individuals and legal entities, irrespective of their place of residence or registered office. A Liechtenstein company limited by shares (AG) is formed by means of a deed of formation and articles of association. The formation of the company must also be in the form of a public deed. However, a Liechtenstein company limited by shares (AG) does not come into being until it has been entered in the commercial register.
Articles of association
The articles of association of a Liechtenstein company limited by shares (AG) must contain the legally required information or provisions.
Application for entry in the commercial register
The application consists of the application letter and the supporting documents attached thereto. The necessary contents of the entry must be evident from the application letter and the supporting documents. In addition, the signatures on the application letter must be certified.
Accounting and disclosure requirements
All Liechtenstein companies limited by shares (AG) are required to keep an orderly business accountancy. The legal representatives of the Liechtenstein company limited by shares (AG) are under an obligation to file the duly approved annual accounts and the audit report with the Office of Justice no later than before the expiration of twelfth month after the balance sheet date.
The fees for the entry of a new Liechtenstein company limited by shares (AG) amount to CHF 700.00. Depending on the amount of the share capital, this fee can increase accordingly, up to a maximum amount of CHF 10,000.00. There are additional fees for the preparation of the public deed concerning the formation of the company, for each signature authority to be entered and for each entry of a position.
Statutory basis (German only)