The general partnership

For example, craftsmen, restaurants and law firms are often organised as general partnerships. In this context, the partners are jointly and severally liable up to an unlimited amount with their personal assets. By contrast to other jurisdictions, the Liechtenstein general partnership, however, also has legal capacity and the capacity to be a party to legal proceedings. It is an advantage of general partnerships that there is no legally required minimum capital.

Organisation

The organisational structure within the enterprise can be kept simple. A general partnership requires no corporate bodies. However, it is recommended to draw up a partnership agreement.

Purpose

The purpose of a Liechtenstein general partnership can be of an economic or non-economic nature and it must be lawful and reasonable and in line with good morals.

Corporate name

The corporate name is the name by which the enterprise engages in business activities. The corporate name must always be used in the manner entered in the commercial register. The family name of at least one partner must always also be included in the corporate name of the enterprise. The names of persons who are not partners must not be included in the corporate name. If not all partners are mentioned by name in the corporate name, an addition such as „& Co“ must be added in order to refer to the partnership relationship.

In addition, further additions such as the description of the business activity or made-up names can be included in the corporate name. All Latin capital letters and lower-case letters and all Arabic numerals can be freely used in the corporate name. General partnerships can also choose a corporate name which is based on the object of the enterprise or formed out of a made-up name without the addition of a personal name. However, the corporate name or an addition must include the German designation “Kollektivgesellschaft” or “offene Gesellschaft” or, if a business run along commercial lines is conducted, “offene Handelsgesellschaft”. Furthermore, these designations must be unabbreviated. For the partnership’s registered office, the political municipality in which the enterprise is located must be indicated (no c/o address allowed).

Persons authorised to sign

If, in addition to the partners, further persons sign on behalf of the enterprise, 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).

Capital

The law does not require a minimum capital for general partnerships. However, it is advantageous if the amount and the shares of the partnership’s capital are recorded in the partnership agreement. If the partnership generates a net profit at the end of a year, such net profit will be distributed among the partners per capita, unless otherwise provided.

Formation

A general partnership generally requires that two or more individuals or legal entities under civil law or under public law or companies under a joint corporate name operate a business for an economic or non-economic purpose. A general partnership must thus consist of two or more persons that act as partners.

Accounting and bookkeeping requirements

Under certain (legal) preconditions, general partnerships are required to keep an orderly business accountancy. In addition, under certain preconditions set out in greater detail in the law, the legal representatives of the general partnership 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 the fifteenth month after the balance sheet date.

Statutory basis (German only)