The partnership is made up of two or more partners. In this context, a distinction between two types of partners must be made: The general partners are liable for the debts of the business with their private assets up to any amount. By contrast, limited partners are liable up to a specific maximum amount (specific contribution).
The organisational structure within the enterprise can be kept simple. A limited partnership requires no corporate bodies.
The purpose of a Liechtenstein limited partnership can be of an economic or non-economic nature and it must be lawful and reasonable and in line with good morals.
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. In accordance with the legal provisions, the family name of at least one partner with unlimited liability (general partner) must always also be included in the corporate name of the partnership with an addition such as “& Co” which refers to the partnership relationship. The names of persons whose liability is limited cannot be included in the corporate name. 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. For the partnership’s registered office, the political municipality in which the enterprise is located must be indicated. A c/o address is not 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).
The formation of a limited partnership requires that at least two partners join together. A limited partnership generally requires that two or more persons, companies, legal entities under civil law or under public law such as state authorities, by means of a written contract, specify the purpose and the specific contribution and determine that at least one partner is liable with unlimited liability (general partner) and that at least one other is liable only up to a specific maximum amount of the specific contribution (limited partner). In addition, the partners must be entered in the commercial register.
The formation of a limited partnership does not require any capital. There is no legally required minimum capital. However, the respective specific contribution of the limited partners must be determined and indicated. Fees are also incurred for the entry in the commercial register. The application for the entry of a limited partnership in the commercial register must include all legally required information. If the contribution for a limited partnership is not made in cash, this must be expressly stated in the entry in the commercial register and the addition of a specific valuation amount must be included.
Accounting and bookkeeping requirements
Under certain (legal) preconditions, limited partnership 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 limited 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)