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A ready-made shelf company in Liechtenstein, a Vorratsgesellschaft, is an AG, GmbH or Anstalt that was founded and entered in the commercial register in the ordinary way and then kept without business until a buyer takes it over. Buying an off the shelf company in Liechtenstein means taking over all the shares of the AG or GmbH, or the founder rights of the Anstalt. The company stays the same legal person: same register number and EUID, same date of entry, and a record of every later change that anyone can look up in the Firmenindex at handelsregister.li.
That last point is also the main reason to buy one. A ready company in Liechtenstein shows an entry date earlier than today, and, for an AG or GmbH past its first filing deadline, annual accounts already lodged with the Office of Justice (Amt für Justiz). It is not a trading business: no customers, no staff, no trade licence and, as a rule, no VAT number.
Registered shares of an AG are freely transferable unless the articles restrict them, and may be endorsed in blank; handing the endorsed certificate to the buyer completes the transfer (PGR Art. 327). Where no certificates were ever issued, the shares pass under the general rules on assigning claims (Art. 322). Towards the company, the shareholder is whoever is entered in the share register with name, date of birth, nationality and residence, or firm and seat; the company may refuse that entry for reasons stated in the articles or otherwise only for important reasons (Art. 328, 329).
No public deed is needed for the transfer itself, and nothing is filed with the commercial register, because AG shareholders are not entered there. A buyer of an AG therefore stays off the public record. Two details to check in the articles and the register: shares that are not fully paid make the buyer liable for the outstanding amount once entered (Art. 330), and an AG that still has bearer shares keeps them with a custodian entered in the register, where a transfer takes effect only when the custodian records the buyer (Art. 326a, 326h).
| Step | What the law requires | PGR |
|---|---|---|
| 1. Read the articles | Consent rules, pre-emption rights or other limits on assignment | Art. 403 para 3 |
| 2. Assignment | The assignment, and any promise to assign, is valid only as a public deed | Art. 403 para 4 |
| 3. Consent | Three quarters of all members holding three quarters of the capital, unless the articles say otherwise or the buyer is already a member | Art. 403 para 2 |
| 4. Register of shares | Notice to the members and entry in the Anteilbuch; only then is the assignment effective, and the buyer carries the member’s duties from that entry | Art. 403 para 1, 6 |
| 5. Public record | Members’ names are entered in the commercial register or kept on a list at the seat, and the list filed with the Office at the start of each year can be inspected by anyone | Art. 394, 402 |
Where a single member sells everything, that member gives the consent. The trade-off for the GmbH’s simple formation is visibility on sale: the buyer’s name, or the name of the buyer’s holding company, becomes part of the public record.
An Anstalt has no shareholders, so its sale is a transfer of the founder rights. Whoever holds them forms its supreme organ, with the powers a general meeting would have, including appointing the board (Art. 543). Article 541 allows founder rights to be assigned or otherwise transferred and inherited, though never pledged, and sets no special form; the statutes may add conditions. The register shows the board, the fund and the purpose, not the holder of the founder rights (Art. 538). If the statutes have created shares in the Anstalt and issued them as securities, those follow the rules on registered shares (Art. 540). An Anstalt can amend its statutes without a public deed: a declaration signed by all participants with certified signatures can take its place (Art. 177 para 6).
| Change | How it is done | Legal basis |
|---|---|---|
| Name, purpose, seat | AG: resolution recorded in a public deed; GmbH: members’ resolution in a public deed, three quarters majority unless the articles differ. Both take effect only when entered | PGR Art. 305, 419 |
| Board and signatories | Filed with the register without delay; incoming AG and GmbH directors declare that no disqualification applies | PGR Art. 180 para 4, 180b |
| Qualified member and representative | Must stay filled throughout; if either is missing, the Office of Justice dissolves the company of its own motion | PGR Art. 180a, 239, 971 |
| Beneficial owners | The company reports the buyer’s details to the VwbP within 30 days of learning of the change | VwbPG Art. 4 para 5 |
| VAT | Registration within 30 days of becoming liable, once supplies begin and turnover reaches CHF 100,000 a year; the number is personal to the company | MWSTG Art. 10, 53 |
Article 971 is worth reading before any board change: the Office of Justice dissolves and liquidates a legal person of its own motion when the Article 180a requirement is no longer met, when no representative is appointed, or when taxes stay unpaid after repeated reminders. If you replace the board, we can arrange the incoming qualified member through a trust company licensed by the FMA under the Trustee Act, and that member holds full power to manage and represent the company, owes it the same duty of care and liability as every other board member, and is shown in the commercial register.
Buyers often ask for a company with a bank account for sale in Liechtenstein. Our page on shelf companies with bank accounts does not list Liechtenstein either way, so here is the mechanism rather than a promise. An account belongs to the company and stays with it when the shares or founder rights change hands, but the bank re-examines the new owners and may keep the account, ask for more, or close it. Liechtenstein banks must identify the beneficial owner and obtain an extract from the VwbP when they open a relationship with a company, and must report any difference between what they are told and the register. Several of them describe working mainly through trustees and other intermediaries, and one serves applicants from the EEA, Switzerland, the UK, Hong Kong and Singapore, others only exceptionally. The details bank by bank are on our page about bank accounts for Liechtenstein companies.
A change of owner does not change the tax position: a company with its seat or effective management in Liechtenstein is taxed on all its income at 12.5% (SteG Art. 44, 61). The minimum income tax is owed for each year regardless of profit and credited against the income tax; it is waived only 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. Whether a company that never traded met that test is answered by its assessments, so ask for them and for proof of payment for every year.
The Tax Act also charges its formation duty of 1% when participation rights change hands in a company that has been economically liquidated or put into liquid form (SteG Art. 66 para 2), a rule that targets the sale of empty shells. The Act measures the duty on the capital in the articles, with a general exemption limit of CHF 1 million, so a company holding only its statutory minimum capital stays well below it.
For a GmbH, speed is a weak argument. The PGR requires the Office of Justice to enter a new GmbH founded by individuals on its model templates within five working days of a complete electronic application (Art. 984e), while buying one still takes a notarised assignment, the members’ consent, an entry in the Anteilbuch and, for a new name or purpose, a second public deed and a register entry. For an AG the balance is different: a purchase avoids the two founders, the founding deed and the capital certificate. In every form, a shelf company gives you no trading record, no licence, no tax advantage and no bank account you can count on. It gives you an earlier entry date and a filing history. If neither matters, Liechtenstein company formation gives you your own articles and name from the first day.
What we do in a purchase: we can supply a ready-made AG, GmbH or Anstalt or form a new company, prepare the share or founder rights transfer and the register filings, and help prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction, and the bank alone decides. The Liechtenstein overview covers the country, and our guide to aged shelf companies discusses what a company’s age is worth.
Yes. An AG, GmbH or Anstalt registered earlier and kept without business can be sold to a new owner of any nationality or residence. The buyer takes over the shares or founder rights and usually renames the company, changes its purpose and appoints a new board, while keeping a board member qualified under Article 180a PGR and a representative. The company keeps its register number and original entry date.
Yes. AG shares, GmbH shares and founder rights are all transferable under the PGR, and a company kept without business is sold like any other. What the Tax Act watches is the emptied company: it charges formation duty when shares change hands in one that has been economically liquidated or put into liquid form. Check that the company still holds assets, that its accounts and minimum tax are up to date, and that its board and representative are in place.
It depends on the form. AG shares pass by endorsement and delivery of the certificate, without a public deed. A GmbH share can only be assigned by public deed. Changing an AG’s or GmbH’s name, purpose or seat needs a public deed for the resolution, while an Anstalt can amend its statutes by a declaration with certified signatures.
As the owner of an AG or an Anstalt, no: the register shows neither AG shareholders nor the holder of founder rights. As a GmbH member, yes, either in the entry or in the members’ list filed each year, which anyone may inspect. Board members of every form are public, and beneficial owners are reported to the VwbP, which is not open to the public.
Only if the bank keeps the account after the change of owner, and that is the bank’s decision alone. The account belongs to the company, but the bank must identify the new beneficial owner and obtain a VwbP extract, and it may continue, ask for more information or close the relationship. Many Liechtenstein banks work through trustees, which shapes how a new owner applies.
You must keep someone in that seat. At least one board member who manages and represents the company must hold a licence under the Trustee Act or the 180a Act, unless the company has to appoint a managing director under the Business Act or is supervised by an authority. If the seat falls empty, the Office of Justice dissolves the company of its own motion.
To ask which Liechtenstein AG, GmbH or Anstalt companies are available now, or what taking one over would need from you, contact us; you can also reach us on Telegram or WhatsApp at +48 663 247 166.