The number of members of a cooperative may change continuously. The purpose provisions must state whether or not the cooperative is a business run on commercial lines.

Corporate bodies

The general meeting of members forms the supreme corporate body of the cooperative. The management (board of directors) is responsible for running the business and representing the cooperative. If the board consists of several individuals, the majority of these must be members of the cooperative. However, the board or the general meeting may also assign the management to one or more managers or managing directors, who do not need to be members of the cooperative.

In the case of cooperatives that do not conduct commercial business, one member of the board must fulfil the criteria pursuant to Art. 180a Para. 1 or 2 of the Liechtenstein Persons and Companies Act (“PGR” German only). Excluded from this obligation are cooperatives that are either required by the Liechtenstein Business Act or another special statutory provision to have a (so-called statutory commercial) managing director or that are supervised by the government, a municipality or another public authority.

As a rule, an auditor must be appointed for a cooperative. The auditor does not have to be recorded in the commercial register. If no domestic service address is provided for the cooperative, a representative must be appointed and entered in the commercial register. The representative provides the official postal address and link to public authorities.

Registered office

The registered office of a cooperative will normally be located at the centre of its administrative activities. The articles may, however, make provision for another location. Provisions concerning registered offices under international circumstances remain reserved.

Corporate Name

There are no restrictions on the choice of name. Made-up names and terms denoting an object are also permitted, insofar as these do not contradict the principal purpose. However, the unabbreviated supplement “eingetragene Genossenschaft” (registered cooperative) or the corresponding abbreviations “eG” or “e.Gen” must be included in the name. The names of persons are also permitted, if a link exists between the cooperative and the holder of the respective name. National and international designations, in particular the words “Liechtenstein”, “State”, “Country”, as well as designations of international organisations such as e.g. “Red Cross” may be used in the name of the cooperative only if an exemption has been granted by the Office of Justice.

Capital

In the case of cooperatives, the share capital may not be determined in advance. As a rule, unit certificates are issued to procure the necessary financial resources. The regulations governing registered shares are applicable to such unit certificates. When unit certificates are issued in conjunction with a limited liability, an obligation to furnish additional financial resources or an obligation to provide other benefits in kind, then the regulations governing ancillary benefits are applicable.

Formation

A public deed is not required to form a cooperative. A cooperative is, however, established only once it has been entered in the commercial register. Special provisions are applicable to small cooperatives, such as e.g. mountain cooperatives. Such cooperatives are not entered in the commercial register.

Articles

The articles of the Liechtenstein cooperative must contain the information or provisions that are required by law. These include, for example, information about the corporate name, the registered office and the purpose. Information about the nature and level of any possible obligations of the members of the cooperative to furnish money or other benefits or about the corporate bodies for the management must be defined. The controls and nature of the exercise of the representation as well as the form of the announcements issued by the cooperative must also be regulated by the articles. Other provisions or information, such as e.g. regulations concerning the creation of cooperative capital by means of cooperative units, provisions pertaining to the furnishing of contributions in kind or provisions relating to the personal liability and duty of cooperative members to provide additional funding shall be valid only if these are set out in the articles.

Accounting and bookkeeping provisions

Cooperatives that conduct commercial business must render proper accounts. Cooperatives that do not conduct commercial business must maintain a reasonable record of their financial circumstances, taking account of the principles of proper accounting, and must keep records that show the performance of the business and the development of the assets.

Application for registration in the commercial register

An application comprises an application letter and the enclosed supporting documents. The application letter must be signed by at least two members of the cooperative board, and the signatures must be certified. The application must contain the following information about the cooperative:

• corporate name, type of legal entity and registered office;
• legal representative with address or address for service as well as business address, if applicable;
• level of the cooperative capital or initial contributions/units;
• purpose;
• date of the articles of association;
• liability rules;
• nature and level of the obligation of the cooperative members to furnish financial resources or other benefits;
• nature and manner of the communications to cooperative members;
• organ of publication;
• corporate bodies for the management and other persons entitled to represent the cooperative, together with their last names, first names, dates of birth, nationalities, addresses and nature of their signatory authority;
• if applicable, the controlling body (auditor) with address;
• any possible branch offices.

The following supporting documents must also be presented:

• the minutes of the constituting general meeting;
• a copy of the articles that have been signed by the chairman and by the keeper of the minutes of the constituting general meeting or by all founders;
• a list of cooperative members, insofar as this is a cooperative with unlimited or limited personal liability or if cooperative members have a duty to furnish additional financial resources;
• the declaration of the elected members of the board, as well as the auditors, that they accept their appointments (if this is a legal entity domiciled abroad, then a corresponding official commercial register extract must be enclosed);
• the corporate signatory declaration (sample signature) of the authorised representatives, whereby their (sample) signatures must be certified.

In the case of cooperatives founded with initial contributions in kind, acquisition of tangible assets or special benefits, the following supporting documents must also be submitted:

• the complete expert opinion;
• contracts pertaining to the contribution in kind or the acquisition of tangible assets, together with supporting documents.

Fees

The fee for the new entry of a cooperative is CHF 700.00. This fee may, however, be increased to a maximum of CHF 10,000.00 if the cooperative capital exceeds CHF 200,000.00. Additional fees are incurred for each authorised signatory who needs to be recorded, as well as for the recording of a function.

Statutory basis (German only)