In addition to listing the above-specified relevant data, the Commercial Register is also responsible for further tasks such as legalisations and certifications. Documents and certificates can also be deposited with the Commercial Register, and clarifications of companies or names can be commissioned.
Certain information from the Commercial Register, such as names, address, domicile, company number, date of foundation and legal form are in the public domain. In order to obtain further information about Liechtenstein-based companies, a legitimate interest must be credibly demonstrated. In the case of companies limited by shares and partnerships limited by shares as well as companies with limited liability, a written request is sufficient, even without a legitimate interest being demonstrated. Deposited foundation documents, trust articles and similar may be inspected only by the depositor, his authorised representative as well as by universal legal successors.
Entry and supporting documents
Entries in the Commercial Register are performed only by means of application. The application consists of the application letter, which must be signed by the obligated or authorised persons, together with all enclosed supporting documents that are required for registration. On the occasion of the initial entry of a company in the Commercial Register, the signatures of the registering person(s) must be legalised. If no special supporting documents are required, the application letter must itself contain all the information that is to be entered in the Commercial Register.
Supporting documents must be submitted as originals or legalised copies. Legalisation may be performed at the Commercial Register Department within the Office of Justice. In the case of signatures legalised abroad, the following rules must be observed.
Certain supporting documents, such as articles, public deeds, non-cash contribution and acquisition agreements, merger agreements, audit, foundation and capital increase reports or last wills and testaments must be submitted not just in the original foreign language, but also with a German translation. In the case of other simple supporting documents that have been drawn up in the English or French language, while a translation is essentially not necessary, the Commercial Register may however demand a translation if question marks exist about the content of the document.
Translations are permitted only by state-recognised translators.
Amendments in the Commercial Register
Changes of the service and/or company address that do not entail a change of registered domicile may be performed by the members of the board of directors, managing director or holder of general commercial power or attorney listed in the Commercial Register. Changes of personal details as well as the departure of a person who is subject to registration obligations may be reported by the respective individual in person. A resolution may be submitted in the form of a circular resolution, and must be signed by all members of the competent body.
Resolutions concerning the appointment or election of members of managing bodies of a legal entity must be documented by means of the written transcript of the resolution or corresponding minutes. This may be performed in one of the following ways:
- An extract from the minutes of the meeting at which the appointment was resolved, signed by the keeper of the minutes and by the chairman, or a legalised copy thereof
- The full minutes, signed by the keeper of the minutes and by the chairman, or a legalised copy thereof
- A transcript of the resolution signed by all members of the managing body (written resolution, also known as a circular resolution)
If an individual is elected or appointed as a member of a managing body (e.g. as a member of the board of directors), the election must be accepted. This may take place in the following 3 ways:
- Written declaration of acceptance of the election, addressed to the company
- Co-signing of the minutes of the election meeting or minuted acceptance of the election
- Co-signing of the application to record this person in the Commercial Register
In addition, every person with signatory authority and the right of representation must submit a legalised corporate signatory declaration (sample signature) to the Commercial Register.
The resignation of a member of a managing body of an enterprise or of a company may be demonstrated by means of one of the following options:
- Written declaration of resignation, addressed to the company
- Signing or co-signing of the application to delete this person from the Commercial Register
As soon as the minutes of the shareholders’ meeting or the meeting of the board of directors unequivocally state that the person in question has submitted his resignation to the company, an express resignation declaration may be waived.
Commercial Register extract
Extracts from the Register of Recorded Companies (so-called Commercial Register extracts) may be ordered at any time without the need to demonstrate an interest. Commercial Register extracts are issued by the Commercial Register only in legalised form. They may, however, also be obtained under www.oera.li electronically (in legalised or non-legalised form).
Public deeds and legalisation
The public deed is defined as “the ascertainment by a registrar of a mutually corresponding expression of will”. This registrar may either be the Head of the Office of Justice, his deputy or other employees of the Office authorised by the government. Following the drawing up of the public attestation, the Office of Justice issues a public deed. Public deeds must be submitted in the form of the original document or as a legalised copy. A public deed established abroad shall be accepted by the Office of Justice if this has been drawn up by a public registrar responsible for the place of establishment, which is certified by the affixing of a so-called apostille or super-legalisation.
In the case of the legalisation the authenticity of the signature is essentially attested by duly authorised persons.
A company name or name recorded in the Commercial Register may not be used by any other party within the country. In the event of risk of confusion, the Office of Justice will refuse to enter the company name or name, or will demand a distinguishing addendum.