Business entities in Liechtenstein

Business entities in Liechtenstein

Healy Consultants assists our Clients to select and set up the optimum corporate vehicle in Liechtenstein. Refer to this table to compare and contrast different Liechtenstein entities.

  • The Liechtenstein PLC (Aktiengesellschaft)

    1. The main difference between the two types of company in Liechtenstein, namely the regular LLC (GmbH) the a PLC (AG), is that the latter has increased transferability of shares along with higher capital and governance requirements than the other type of company. Healy Consultants encourages our Clients to incorporate an AG company instead of a GmbH, as this company type looks better to global customers, suppliers and banks. The Aktiengesellschaft can engage in all commercial activities, including i) international trading of goods and services ii) making, holding and disposing of investments and iii) the administration of real estate. A Liechtenstein PLC is formed in the same way as an LLC.
    2. At least one of the company’s directors must be resident in Liechtenstein. This requirement applies to both GmbHs and AGs. Healy Consultants will supply this resident director for an annual fee of €7,500;
    3. An Aktiengesellschaft must appoint i) an auditor and ii) a qualified, German-speaking managing director and iii) maintain a legal registered office in Liechtenstein;
    4. Entrepreneurs require a business licence in order to start a commercial company in Liechtenstein. The requirements for a Liechtenstein trade licence (Gewerbebewilligung) are listed in Article 8 of the Liechtenstein Commercial Law:
      • The investor meets the requirements of a “proper person”, the criteria for which revolve around propriety in past financial dealings;
      • The applicant either i) is a national of an EEA member state or ii) has lived in Liechtenstein for an uninterrupted period of at least 12 years;
      • The entrepreneur has the necessary competence and practical knowledge to carry out the proposed business;
      • The business has physical premises with appropriate space for the performance of the proposed commercial activities;
      • There are sufficiently many employees skilled in the necessary business in order to carry out the planned work;
      • The entrepreneur either i) has sufficient knowledge of German or ii) appoint a suitably-qualified, German-speaking managing director.

      If the investor does not meet one or more of the requirements above, the managing director may obtain the business license on his or her behalf.

  • The Liechtenstein LLC (GmbH)

    1. The Aktiengesellschaft can engage in most commercial and non-commercial activities, but is restricted from certain fields such as i) banking and ii) insurance;
    2. At least one of the company’s directors must be resident in Liechtenstein. This requirement applies to both GmbHs and AGs. Healy Consultants will supply this resident director for an annual fee of €7,500;
    3. To carry on commercial business, a Liechtenstein company requires “permission to do business”. The requirements for a Liechtenstein trade licence (Gewerbebewilligung) are listed in Article 8 of the Liechtenstein Commercial Law, and are the same as those listed for the AG above;
    4. Permission to do business is given freely to companies owned by EU, EEA and Swiss citizens, but requires the appointment of a German-speaking resident managing director for nationals of third countries. Consequently, Liechtenstein is not recommended as a location for foreigners to set up a business;
    5. All commercial companies in Liechtenstein require an annual audit. A GmbH used as a holding company is exempt from this requirement;
  • The Liechtenstein Stiftung (Foundation)

    1. The primary purpose of this legal entity is to facilitate the confidential management of global family assets for the benefit of designated beneficiaries while facilitating succession and inheritance for family members. A foundation is most suitable for holding assets such as properties, shares in other companies and other forms of investments and has traditionally been used to hold, pass and receive income from assets for the benefit of multiple generations in complete confidentiality;
    2. There is a one-time Government tax formation fee of 0.2% of the foundation worth and capital tax of 1% of the formation capital. There is no Liechtenstein tax payable when assets are distributed to the foundation’s beneficiaries;
    3. setting up Stiftung foundation in Liechtenstein

    4. Like a company, the Foundation has a separate legal personality distinct from anybody who has an interest in the Foundation. The Stiftung does not have a board of directors, but appoints a Foundation Council (FC) instead. The FC may be natural persons or bodies corporate of any nationality. At least one member of the Council must be a natural person resident in Liechtenstein. Healy Consultants can supply this resident FC member for an annual fee of €7,900. The members of the council represent the foundation and carry out the will of the founder as stated in the foundation document. It therefore has a serving function rather than a decision-making function;
    5. Other bodies such as an advisory board, a curatory body or a protector can be appointed by the founder to assist, support and supervise the FC in the performance of its duties and obligations;
    6. A private Stiftung does not carrying on commercial activities is formed through an officially recorded Foundation declaration which is not publicly available. Instead, this document is just lodged with the Registry of Deeds and Public Registry office. A private-benefit Stiftung is not subject to external supervision and is not required to be registered in the public register. Furthermore, there is no requirement to disclose the identities of its beneficiaries;
    7. A Stiftung that conducts commercial activities or has a widely-defined group (such as a charitable purpose) as its beneficiaries requires an audit and must be registered in the Public Register;
    8. The founder of a Foundation in Liechtenstein determines i) its purpose and ii) its beneficiaries. The founder is entitled to designate himself as its beneficiary. The founder can also grant the council discretionary powers in carrying out the will of the founder, e.g. in making payments to beneficiaries (a discretionary foundation). These discretionary powers will be granted by the expressed wish of the founder as recorded in the statutes and bylaws. The founder can be a natural person or a legal entity, who remains anonymous. The Founder’s rights are transferable, and they normally include the right to terminate the Foundation or amend the bylaws;
    9. The bylaws, better known as the wishes of the beneficiaries are normally drawn up with assistance by the Settlor and Healy Consultants. These details are not available to the public and details of this document need only be held at the premises of Healy Consultants’ affiliate office in Liechtenstein. It is important that the foundation declaration clearly states what the wishes of the founder are and what should happen in the event of their demise. The declaration is perhaps the most important instrument and forms an integral part of what makes the foundation operable. The rights of the beneficiaries of a Stiftung are regulated by the foundation declaration, which can affectprospective beneficiaries, discretionary beneficiaries and the ultimate beneficiaries;
    10. The liberal Foundation Law in Liechtenstein offers various types of foundations including i) the Public-Purpose Foundation ii) the Religious Foundation iii) the Pure Family Foundation iv) the Joint Foundation v) the Corporate Foundation and vi) the Staff Welfare Foundation.
  • The Anstalt (Establishment)

    1. The most important entity for tax purposes is the Anstalt, which is commonly used by foreign companies as a holding company for overseas subsidiaries;
    2. The establishment is a hybrid between a company limited by shares and a foundation. While it has a board of directors, this entity neither has shareholders nor members. Instead, control is granted to the Establishment by the founder, and the Anstalt then acts as an autonomous fund controlled by the Founder for beneficiaries;
    3. The Anstalt can conduct all kinds of business, both commercial and non-commercial, including non-trading activities such as holding passive investments. An Anstalt is often used as a holding company for patents or royalties, or for estate assets.
    4. The Establishment‘s founder specifically names the beneficiaries in the Establishment‘s articles of association (published) or in the by-laws (not published). Where it is not clear who the beneficiaries are, the Founder is deemed to be the beneficiary;
    5. Like the GmbH, the Anstalt requires CHF30,000 in share capital upon formation. Another similarity is the limitation of the Establishment to its equity contributions;
    6. Although Establishments’ annual accounts are not viewable for the public, bookkeeping is mandatory and commercial Establishments require annual audits.
  • Liechtenstein Trust Enterprise

    1. A Trust in Liechtenstein is suited to, in the same way as a Liechtenstein foundation, the long-term protection of assets, family assets or to estate planning;
    2. The Trust Enterprise is set up by a settlor through a Deed of Trust, which is equivalent to articles of association, and must specify the name and purposes of the Enterprise, the identities of the trustees, the composition of the trust fund, and (if the purposes are commercial) the identity of the auditors. The legal form of the Trust Enterprise is close to that of the American ‘Massachusetts Trust’;
    3. Trust enterprise setup requirements for foreigners

    4. The Deed of Trust is filed with the Registrar of Trusts. The minimum trust fund is CHF30,000 (at the time of writing). The participants in a Trust Enterprise are largely shielded from creditors of the Enterprise, who have access only to its own assets. A trust in Liechtenstein is required to pay annually 1,200 Swiss Francs in corporate income tax;
    5. A trust in Liechtenstein is formed through a written agreement between the settlor of a trust and its trustees or through a unilateral trust declaration and its acceptance. The relationship between the settlor, the trustees and the beneficiary (or beneficiaries) of a Trust in Liechtenstein is regulated by the trust deed, which does not have to contain the names of beneficiaries;
    6. If the Trust Deed is deposited with the Registrar of Trusts, it will not be publicly available. If the Trust Deed is not deposited within 12 months, details of the Trust must be placed on the public register. The Trust deed contains provisions that safeguard the rights of the beneficiary (or beneficiaries);
    7. The settlor of a Liechtenstein trust is the founder of the trust and provides the trust property by donating it. The settlor of a trust may be a legal or natural person. As is the case with an English law trust following its formation, the settlor of a trust in Liechtenstein enjoys no rights as to the administration or control of the trust. Accordingly, the settlor of a trust in Liechtenstein may only exercise those rights which are expressly stated in the Trust deed;
    8. Trust Enterprises are formed under the Law Concerning the Trust Enterprise 1928. Liechtenstein is the only civil law jurisdiction which has adopted largely Anglo-Saxon trust legislation (contained in the PGR Code), although unlike the common law trust, there is no rule against accumulation of income, nor against perpetuities. Being a civil law jurisdiction, trust assets are vulnerable to forced heirship provisions, although there are time limitations on such claims;
    9. A trustee can be an individual, corporation or association. One of the trustees must be a resident of Liechtenstein and hold a recognised professional qualification. Healy Consultants can provide someone to fulfil this role;
    10. The settlor designates the beneficiaries of the trust. The beneficiary may be the settlor himself or any other natural or legal person. The beneficiary of a Liechtenstein trust exercises only a passive role in the trust management. The interests of named beneficiaries can be embodied in trust certificates, which if registered are transferable securities. There is a limitation of one year on creditors’ claims. Trust documents, including the trust deed, can be in any language;
    11. Trusts may be set up under foreign law, but may not have more favourable treatment than would apply under Liechtenstein law. A trust established in Liechtenstein under foreign law is a Liechtenstein trust and subject to local taxation. Liechtenstein law applies to a foreign trust if the trustee, or more than half of the trustees, are resident in Liechtenstein, if the trust property is in Liechtenstein, or if the Trust Deed says so;
    12. A special feature of the trust settlement is that it can have either a mandate character or a foundation character, depending on its form. The trust settlement has a foundation character when the beneficiaries of the settlor are various third persons or when the trustor is only one of several beneficiaries. In this form, the trust settlement has no equivalent in the legal systems of the surrounding countries of continental Europe. The Liechtenstein legislators have taken the trust settlement in this form from the area of Common Law. In the Common Law countries, very great use is made of it as such, namely for the disposition and preservation of family assets.
 LLCPLCLLC without sharesEstablishmentFoundationTrust
Also known asGmbHAktiengesellschaft (AG)GMBHAnstaltStiftungTrust Enterprise
Why useAll purposes, commercial and non commercialAll purposes, commercial and non commercialConfidentialityHolding or investment companyHolding Family assetsholding company
Can use for international commercial tradingYesYesYesYesNoYes
Can use as a global holding company?YesYesYesYesYesYes
Can use as an investment holding company?YesYesYesYesYesYes
Can use as a licensed asset management company?YesYesYesYesYesYes
Board of directorsYesYesYesYesNoNo
ShareholdersYesYesNoNoNoNo
Minimum paid up share capital€30,000€50,000€30,000€30,000€30,000€30,000
How long to register or incorporate4 weeks4 weeks4 weeks4 weeks4 weeks4 weeks
Bearer sharesNoYesNoNoNoNo
Legal annual returnYesYesYesYesYesYes
Corporate tax for non commercial entities€1,200€1,200€1,200€1,200€1,200€1,200
Corporate tax for commercial trading entities12.5%12.5%12.5%12.5%12.5%12.5%
Net assets tax0%0%0%0%2.5%0%
Capital gains tax0%0%0%0%0%0%
Annual audited financial statements requiredYesYesYesNoNoNo
Minimum no directors111110
Corporate director allowedYesNoYesYesYesNo
Resident director or agent requiredYesYesYesYesYesYes
Minimum shareholders112000
Local legal registered office requiredYesYesYesYesYesYes
Public registerYesYesYesYesYesNo
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Contact us

For additional information on our business setup services in Liechtenstein, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Zhang Yi, directly: