Liechtenstein Company Formation: Registering an AG, GmbH or Anstalt

Liechtenstein Company Formation: AG, GmbH or Anstalt

Liechtenstein company formation runs under one statute, the Persons and Companies Act (Personen- und Gesellschaftsrecht, PGR), and ends with an entry in the commercial register (Handelsregister), kept for the whole country by the Office of Justice (Amt für Justiz) in Vaduz. A company acquires legal personality only with that entry (PGR Art. 106). Most founders choose between three forms: the Aktiengesellschaft (AG), the Gesellschaft mit beschränkter Haftung (GmbH) and the Anstalt, a form of Liechtenstein’s own. Whichever you register, two local roles have to be filled: a board member qualified under Article 180a PGR and a representative before the authorities.

Point	AG	GmbH	Anstalt
Minimum capital, paid in full	CHF 50,000 (Art. 122)	CHF 10,000 (Art. 122, 391)	CHF 30,000, or CHF 50,000 if the capital is divided into shares
Founders	At least two at formation (Art. 281, 288)	One or more (Art. 389)	One is enough (Art. 535)
Founding document	Articles fixed in a public deed	Public deed, or the Office of Justice model template with certified signatures for up to three members and one managing director (Art. 390)	Written statutes signed by the founder (Art. 536)
Owners on public record	No: shareholders appear only in the company’s share register (Art. 328)	Yes: members are entered in the register or listed at the seat, and a list filed with the Office each year is open to anyone (Art. 394, 402)	No: the holder of the founder rights is not entered (Art. 538)
Selling it later	Endorsed registered shares (Art. 327)	Public deed plus members’ consent (Art. 403)	Assignment of founder rights (Art. 541)

Which Form to Choose for a Liechtenstein Company

The AG suits owners who want shares that pass by endorsement and prefer to stay off the public record. It needs two founders at formation, but a single owner may later hold every share: the PGR expressly provides firm names such as “Einmannaktiengesellschaft” for one-person companies (Art. 1030).

The GmbH has the lowest capital and the only registration period fixed by statute. In return its members are visible, and every later sale of a share needs a public deed.

The Anstalt has no members at all. A single founder can sign the written statutes, pays in the fund and holds the founder rights, which make the holder the supreme organ of the Anstalt with the powers a general meeting would have, such as appointing the board (Art. 180, 543). It can trade or simply hold assets, and its statutes may create shares (Art. 540).

There is no separate holding company form: a holding is an AG, GmbH or Anstalt, and the Tax Act (SteG) leaves dividends and capital gains on participations out of taxable income, subject to the exceptions in its Article 48 para 3. The foundation (Stiftung) needs a written declaration with certified signatures and CHF 30,000 of capital; only charitable foundations, or those that opt in, are supervised by the Office of Justice (Art. 552 sections 13, 14, 29).

The Article 180a Board Member and the Representative

At least one member of the administration authorised to manage and represent the company, a director of an AG or Anstalt or a managing director of a GmbH, must be an EEA national, a person treated as equivalent by treaty, or a legal person, and must hold a licence under the Trustee Act (TrHG). The Financial Market Authority (FMA) grants those licences to trustees and trust companies with a place of business in Liechtenstein, to lawyers with a restricted licence, and to employees of licensed trustees under the separate 180a Act. It is a licence test, not a residence test. Companies that must appoint a managing director under the Business Act or another special act, and entities supervised by an authority, are exempt (Art. 180a para 3).

The qualified member is a full board member, with the duty to manage with due care (Art. 182) and liability for damage caused intentionally or negligently (Art. 218). The simplified GmbH procedure allows only one managing director, so that person has to be the qualified member unless the company is exempt.

Separately, Article 239 PGR requires a representative (Repräsentant) who deals with the authorities for the company: an EEA national permanently resident in Liechtenstein, or a Liechtenstein legal entity that names such a person. We can arrange both roles through a trust company licensed by the FMA under the Trustee Act, whose qualified member joins your board with full authority to manage and represent, carries the same duties and liability as any other board member and is entered in the commercial register, as is the representative.

How to Register a Company in Liechtenstein, Step by Step

To set up a company in Liechtenstein, the steps run in this order.

Step	What happens	Legal basis
1. Due diligence	The trust company forming the company and taking the board seat identifies the founders and beneficial owners before it acts	Due Diligence Act (SPG) Art. 3, 5 to 7
2. Articles	Firm name, seat, purpose, capital, board, balance sheet date; public deed for an AG or GmbH, signed statutes for an Anstalt	PGR Art. 279, 390, 536
3. Capital	Statutory minimum paid in full; an AG or GmbH files a bank certificate, Anstalt founders declare the payment	PGR Art. 122; HRV Art. 56, 71, 84
4. Officers	Board and auditor accept office, or the review is waived; AG and GmbH directors declare no disqualification; the deed names the representative	PGR Art. 180b; HRV Art. 56, 57, 71, 72
5. Application	Filed with the Office of Justice on paper with certified signatures, or electronically through the national online portal with an eID and qualified electronic signatures	PGR Art. 118, 984d; HRV Art. 31
6. Entry	The Office checks the law and the articles, then enters the company	PGR Art. 986, 106
7. Beneficial owners	Reported to the beneficial owner register (VwbP) within 30 days of entry	VwbPG Art. 4

The only processing period in the statute concerns the GmbH. An electronic application for a GmbH founded only by natural persons on the Office’s model templates must be entered within five working days of the complete application, any other GmbH application within ten, and the Office must explain any delay (PGR Art. 984e). For an AG or Anstalt the PGR sets none.

Founders need not travel to sign. They may act through representatives (HRV Art. 57, 72) or consent in separate public deeds at different places (Art. 116 para 5), and deeds on shareholder resolutions, including those constituting the company, may be recorded electronically through the national notarisation system without the parties present (Art. 177 para 5a). Entries are made in German, and the Office may ask for a certified translation of other documents (HRV Art. 4).

The Liechtenstein Company Register and How to Search It

The register, including the documents filed with it, is public (Art. 953). Its Firmenindex at handelsregister.li shows a partial extract of every registered entity and takes orders for certified full extracts. For each company it shows the firm, legal form and seat, the representative or address for service, the date of entry and of every change, the register number and EUID, the purpose and, for an AG or GmbH, the board. What you will not find there: AG shareholders, the founder of an Anstalt or the beneficial owners, whose register, the VwbP, is not public.

Tax and VAT for a New Liechtenstein Company

Tax	Rule	Source
Corporate income tax	12.5% of taxable net income; a company with its seat or effective management in Liechtenstein is taxed on all its income	SteG Art. 44, 61
Minimum income tax	A fixed annual minimum, credited in full against the income tax; not charged where the purpose is exclusively a commercial business and average total assets over the last three years stayed within a threshold of CHF 500,000	SteG Art. 62
Formation duty	1% of the capital in the articles, with a general exemption limit of CHF 1 million, so the statutory minimum capitals stay below it	SteG Art. 66
VAT	8.1% standard, 2.6% reduced, 3.8% accommodation; no liability below CHF 100,000 of worldwide turnover a year; registration within 30 days of becoming liable	MWSTG Art. 10, 25, 53

Liechtenstein levies VAT under its own VAT Act; import VAT follows Swiss law under the treaty with Switzerland of 28 October 1994. A company that supplies only abroad is exempt but may register voluntarily. Income tax returns are filed in German by a deadline the tax administration sets each year (SteG Art. 94, 95), and constituent entities of large groups of companies may owe an additional top-up tax under a separate minimum taxation act (SteG Art. 1).

Accounts, Review and Annual Filings

An AG or GmbH keeps proper accounts even without any commercial business (Art. 1045). A small company has them reviewed rather than audited, and a micro company running a commercial business, within two of the thresholds of CHF 580,000 total assets, CHF 1,160,000 net turnover and 10 employees, may waive the review by unanimous shareholder resolution, even at formation (Art. 1058, 1058a, 1064). The approved accounts, with any review report, are filed electronically with the Office of Justice within twelve months of the balance sheet date (Art. 1122). A GmbH also files its members’ list at the start of each year, and every company reports changes in its beneficial owners within 30 days. An Anstalt without a commercial business keeps records suited to its assets.

Is There a Liechtenstein Offshore Company?

Not as a legal category. The Tax Act in force since 1 January 2011 taxes every AG, GmbH, Anstalt or foundation with its seat or effective management in Liechtenstein on all its income at 12.5%. The nearest thing to a passive regime is private asset structure status (SteG Art. 64): an entity that carries on no economic activity, holds only financial assets and participations for private investors and says so in its statutes pays only the minimum income tax, once the tax administration grants that status.

When Buying a Ready-Made Company Is the Better Route

For a GmbH formed by individuals on the templates, the five working day period leaves little for a purchase to gain. An AG is different, since it needs two founders, a public deed and a capital certificate before it exists, and so is any case where a company with an earlier entry date or filed accounts is needed. Our page on ready-made shelf companies in Liechtenstein explains what changes hands and what a purchase still requires.

Our part: we can form a new Liechtenstein company or supply a ready-made one, prepare the formation or transfer documents and the register filings, and help you prepare the bank application; where we have a working contact at a suitable bank we can introduce you, and the bank alone decides. Banks and their conditions are set out on our page about bank accounts for Liechtenstein companies, the country overview is on our Liechtenstein page, and our guide to off-the-shelf companies compares buying and forming in general.

Frequently Asked Questions about Liechtenstein Company Formation

How do I register a company in Liechtenstein?

Choose the form and have the articles drawn up, by public deed for an AG or GmbH, as signed statutes for an Anstalt. Pay in the full minimum capital, appoint a board with a member qualified under Article 180a and a representative, and file with the Office of Justice. The company exists from its entry, and its beneficial owners are reported within 30 days.

Can a foreigner open a company in Liechtenstein?

Yes. Shareholders, members and the founder of an Anstalt may live anywhere and hold any nationality, and one foreign owner can hold a GmbH or Anstalt alone. The qualified board seat is different: at least one member who manages and represents the company must be an EEA national or a legal person holding a Liechtenstein licence under the Trustee Act or the 180a Act. Founders may sign through representatives.

What is the minimum capital for a Liechtenstein company?

The minimum capital is CHF 50,000 for an AG, CHF 10,000 for a GmbH and CHF 30,000 for an Anstalt or foundation, or the same figures in euros or US dollars (Art. 122), paid in full. An Anstalt whose fund is divided into shares needs CHF 50,000 of capital. An AG or GmbH proves the payment with a bank certificate filed with the register application.

How long does company registration in Liechtenstein take?

The statute fixes a period only for the GmbH: five working days from a complete electronic application where only individuals found it on the Office of Justice templates, otherwise ten, with reasons given for any delay. For an AG or Anstalt no period is set. Due diligence and the deeds come first and depend on how quickly the documents are ready.

How can I search the Liechtenstein company register?

Use the Firmenindex of the commercial register at handelsregister.li, searchable by firm name and legal form. It shows a partial extract of every registered entity with its entry date and later changes, and certified full extracts can be ordered there. Shareholders of an AG and beneficial owners are not shown.

Who represents a Liechtenstein company before the authorities?

Its representative under Article 239 PGR: an EEA national permanently resident in Liechtenstein, or a Liechtenstein legal entity naming such a person. The representative receives official communications and service for the company. The Government can waive the requirement where the company’s other representation is sufficient or a domestic address for service is named.