For example, the articles of association lay down the type of legal entity, the registered office, the share capital or the contributions of the partners. Depending on the type of legal entity, the requirements with regard to what must be laid down in the articles of association are different. The articles of association including any subsequent amendments must be signed by at least one founder or member. In some cases, the articles of association must be in the form of a public deed. The founders or the members may sign the public deed at different times and in different places.
If there are no mandatory legal provisions and if the articles of association do not lay down any additional provisions on the legal entity (e.g. on the organization, the relationship between the legal entities among them, between them and their members or third parties), the non-mandatory provisions of the law apply as well. Provisions which are mandatorily required by the law may not be amended by the articles of association.
Statutory basis: Art. 116 and 117 PGR (German only)
Requirements for the articles of association depending on the type of legal entity
Company limited by shares
The articles of association must contain provisions relating to the following (article 279 PGR):
- The corporate name, the registered office and the purpose;
- The founders;
- The amount of the share capital and the extent to which it is paid up;
- If the company has authorised capital and/or contingent capital, the amount of the authorised capital and/or contingent capital;
- The number, nominal value or the quota and the type of shares and the rights associated therewith;
- The procedure for calling the general meeting, voting rights of the shareholders and passing of resolutions;
- The number and manner of appointment of members of the administration, representation, supervision or control and distribution of competences between these corporate bodies (unless this is evident from the law);
- The manner in which representation is exercised;
- The manner in which announcements by the company to shareholders and third parties are made;
- At least a rough estimate of the total amount of all costs to be borne by, or invoiced to, the company upon its formation, including, where applicable, all costs incurred prior to the point in time when the company takes up its business activity.
The company limited by shares is subject to the requirement that the formation documents, any amendments of the articles of association and any cancellation must be in the form of a public deed.
Company with limited liability
The articles of association must contain provisions relating to the following (article 390 (2) PGR):
- The corporate name, the registered office and the object of the enterprise;
- The amount of the nominal capital;
- The amount of the initial contribution to be made by each participant with regard to the nominal capital;
- The duration to which the company is limited, if any limit is set;
- Any provisions on the manner in which representation is exercised, if they are different from the provisions laid down in the law;
- The manner in which announcements to the company members and to third parties are made.
The company with limited liability is exempt from the requirement that the formation documents, any amendments of the articles of association and any cancellation must be in the form of a public deed, provided that there are only the company member and a general manager.
The articles of association must contain provisions relating to the following (article 536 PGR):
- The corporate name, the registered office and the purpose and, where applicable, the object of the enterprise;
- The estimated value of the Establishment's fund in the event that it is not in cash (Establishment’s capital), and the manner of its procurement and composition;
- The powers of the supreme corporate body;
- The corporate bodies for the administration and, where applicable, for the supervision and the manner in which representation is exercised;
- The principles relating to the drawing up of the balance sheet and relating to the appropriation of the surplus;
- The manner in which the announcements by the Establishment are made.
The Establishment is exempt from the requirement that the formation documents, any amendments of the articles of association and any cancellation must be in the form of a public deed.
No articles of association are necessary.
No articles of association are necessary, but a declaration of establishment or a last will and testament are. The declaration of establishment requires the written form and certification of the signatures of the founder (article 552 (14) (1) PGR) (German only).
The foundation deed must include:
- The intention of the founder to form the foundation;
- The name or corporate name and registered office of the foundation;
- The dedication of specific assets, which must amount to at least the statutory minimum capital;
- The purpose of the foundation, including the designation of tangible beneficiaries, or beneficiaries identifiable on the basis of objective criteria, or of the category of beneficiaries, unless the foundation is a common-benefit foundation or the beneficiaries are evident from the purpose of the foundation, or unless there is instead express reference to a supplementary foundation deed regulating this;
- The date of formation of the foundation;
- The duration of the foundation, if it is limited;
- Regulations on the appointment, dismissal, term of office and nature of the management (adoption of resolutions) and power of representation (authority to sign) of the foundation council;
- A provision concerning the appropriation of the assets in the event of the dissolution of the foundation, with the application mutatis mutandis of item 4;
- The family name, first name and place of residence or corporate name and registered office of the founder or, in the case of indirect representation (§ 4, paragraph 3), the family name, first name and place of residence or corporate name and registered office of the representative. In this connection, there must be express mention of the capacity as indirect representative.
Insofar as the following contents are regulated, these shall likewise be recorded in the foundation deed:
- The indication that a supplementary foundation deed has been drawn up or may be drawn up;
- The indication that regulations have been issued or may be issued;
- The indication that other corporate bodies have been formed or may be formed; further particulars of the composition, appointment, dismissal, term of office as well as duties can be stated in the supplementary foundation deed or in regulations;
- The reservation of the right of revocation of the foundation or amendment of the foundation documents by the founder;
- The reservation of the right to amend the foundation deed or supplementary foundation deed by the foundation council or by another corporate body pursuant to §§ 31 to 34;
- The exclusion of enforcement pursuant to § 36, paragraph 1;
- The reservation of the right of conversion (§ 41);
- The provision that the foundation, although a private-benefit foundation, is subject to supervision (§ 29, paragraph 1, sentence 2).
No articles of association are necessary, but a partnership agreement is. The partnership agreement defines the company as a general partnership or as an open partnership, or, if it conducts a business run along commercial lines, as an open commercial partnership. The partnership agreement as well as any agreements related to the partnership agreement and the pre-agreement require the written form in order to be valid (article 689 (2) PGR).
No articles of association are necessary, but a written agreement is from which it is evident that at least one member of the limited partnership is liable as general partner with unlimited liability and that one or more others are liable as limited partners only up to a specific maximum amount, which is called the specific contribution (article 733 (1) PGR).
Registered trust enterprise
The articles of association must be in the form of trust articles in writing which are signed with certified signature by the settlor and/or trustee (paragraph 9 TrUG). The said articles must contain provisions on the following:
- The name or corporate name, the registered office, duration and purpose of the trust enterprise and the express designation as «trust enterprise» etc.
- The trust fund;
- The number and form of appointment of the trustees as well as a statement concerning the manner in which future appointments of trustees in cases of withdrawal for any reason whatsoever are made;
- The form of announcements to third parties.
Articles of association must be drawn up which then have priority over the national laws (if any) (article 9 SE-VO). Besides the general meeting of shareholders, the articles of association can provide for a management body and supervisory body (two-tier system, articles 39 et seqq. SE Ordinance, articles 17 et seqq. SEG) or a board of directors (one-tier system, articles 43 et seqq. SE Ordinance, articles 36 et seqq. SEG) (article 38 SE Ordinance).
European Economic Interest Grouping (EEIG)
No articles of association are necessary, but a written contract for the formation of the grouping which must contain at least the following:
- The name of the EEIG (including the addition «EEIG», possibly in full letters)
- The registered office (must be located within the EU/EEA)
- The object of the enterprise/purpose
- The list of members (containing relevant information on their names, numbers and places of registration)
- The duration of the grouping (if it is of a limited nature)
- A comprehensive written agreement makes sense, but it is not required, in order to lay down provisions on the corporate bodies, issues relating to cooperation, contributions, liability and profit distribution or voting rights.
No articles of association are necessary, but a written agreement in the form of a trust instrument is which governs the relationship between the settlor, the trustee and the beneficiary. In particular, it can contain provisions for the protection of the beneficiaries’ rights.
Protected cell company (PCC)
In addition to the provisions required for the relevant type of legal entity, the articles of association of a protected cell company must contain the following information (article 243c PGR):
- The indication that the company is a protected cell company;
- Provisions on the organisation and representation of the protected cell company;
- The designation of the names of the individual cells;
- The areas of activity of the individual cells.
However, this information can also be provided in the regulations issued on the basis of the articles of association, provided that the articles of association contain a reference to this effect.
- Branch offices of a Liechtenstein enterprise: No articles of association are necessary.
- Branch offices of an enterprise with its main offices in the EEA: A certified copy of the articles of association at the main offices is needed.
- Branch offices of an enterprise with its main offices in the EEA: A certified copy of the deed of formation and, if they are the subject of a separate deed, a certified copy of the certified articles of association at the main offices are needed.
The articles of association must be drawn up in writing and they must contain information on the purpose of the association, its funds and its organisation (article 246 (2) PGR). Mandatory legal provisions cannot be amended by the articles of association (article 246 (4) PGR).
Liechtenstein venture cooperative (LVC)
The articles of association must contain provisions relating to the following:
- The name and registered office;
- The purpose;
- Financial means;
- Liability, corporate bodies and exercise of representation;
For LVC sample articles of association click here.