Offshore Incorporation in
Liechtenstein

Anstalt – Establishment Liechtenstein
General Information

The Principality of Liechtenstein lies in the region of the Upper Rhine between the Swiss Canton of St. Gall and the Austrian Federal State of Vorariber. The topography is mainly mountainous, other than the Rhine plain, which is the most populated area.

Population

The Principality of Liechtenstein has a population of approximately 30,000 people.

Political Structure

The Reigning Prince is Head of State and the Diet (parliament) has 25 elected members who propose the Head of Government, Deputy and 3 Counselor who form the Government and are not members of the Diet. Liechtenstein is a member of the United Nations; the Council of Europe, EFTA and the EU, and membership of these does not influence local fiscal policy.

Language

The official language of The Principality of Liechtenstein is German, although a dialect is spoken widely. English is also spoken and is used in most commercial transactions and communications.

Currency

The official currency of The Principality of Liechtenstein is the Swiss Franc.

Exchange Control

Under the treaty with Switzerland, there are no foreign Exchange Controls.

Type of Law

Civil Law. Based on Swiss and Austrian law with local adaptations.

Principal Corporate Legislation

Personen und Gesellschaftrecht mit dem Gesetz über das Treuhandunternehmen 1926 (Persons and Companies Law with the Law on Registered Trusts).

Company Formation

Type of Company for International Trade and Investment
– Aktiengesellschaft – AG (Company Limited by Shares)
– Gesellschaft mit beshränkter Haftung – GmbH
(Private Limited Company without Shares)
– Anstalt (Establishment, commercial and
non-commercial without shares)
– Stiftung (Foundation)
– Treuunternehmen (Registered Trust)
– Treuhandschaft (Trust)

One of the main attractions of Liechtenstein is its extremely flexible company law, which allows for the creation of any type of legal organization, which is recognized under the law of any jurisdiction in the world.

There are three main types of commercial entities in use the Establishment or Anstalt, the family foundation and the company limited by shares. The most important entity for tax purposes is the Anstalt, which is commonly used by foreign companies as a holding company for overseas subsidiaries.

The Anstalt is an entity, which has no members, participants or shareholders, and is a hybrid between a company limited by shares and a foundation. It is popular because, with minor exceptions, it is free to conduct all kinds of business, including non-trading activities such as holding passive investments.

Procedure to Incorporate

The procedure for the establishment of Liechtenstein entities follows Civil Law practice. The procedure requires the submission to the Offentlichkeitsregister (Public Registry) of the following information:

– The Deed constituting the statutes and By-laws signed by the subscriber or agent.
– The proposed name of the company.
– Share capital, division of capital and type of shares (where appropriate).
– A declaration that the minimum capital has been paid in to a Bank in either Liechtenstein or Switzerland.
– Names, addresses and nationalities of directors and confirmation that they consent to act as directors.
– Names, addresses and nationalities of shareholders (for Installs).
– Confirmation that a Liechtenstein resident representative has been appointed.

Powers of Company

The powers of Liechtenstein bodies corporate are contained in the Company,s statutes, but may be defined in such a way to provide general powers.

Restrictions on Trading

A Liechtenstein body corporate or trust cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the Banking or Finance industries, unless a special license is obtained.

Language of Legislation and Corporate Documents

German, but foreign language translations can be obtained.

Registered Office Required

Entities must appoint a local representative.

Time to Incorporate

Subject to the proposed name being approved by the Public Registry and the criteria for incorporation has been strictly adhered to, a body corporate or trust can be established in 7-8 working days.

Name Restrictions

A name that is identical or similar to an existing name. A major name that is known to exist elsewhere. A name that may imply government patronage. A name that in the opinion of the Registrar may be considered undesirable.

Language of Name

The name of a body corporate or trust entity may use any language using the Latin alphabet, but the Public Registry may require a German translation.

Names Requiring Consent or a License

The following names or their derivatives: bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Liechtenstein, state, country, municipality, principality, Red Cross and their foreign language equivalents.

Suffixes to Denote Limited Liability

Aktiengesellschaft – AG, Gesellschaft mit beshränkter Haftung – GmbH, Anstalt – Est.

Disclosure of Beneficial Ownership to Authorities

None, but bank character references on the beneficial owners must be provided to the local representatives/trust management company.

Share Capital, Taxation, License Fees & Compliance

Authorized and Issued Share Capital
The minimum authorized issued and paid up share capital for:
– An Aktiengesellschaft is 50,000 CHF
– An Anstalt is 30,000 CHF
– A Stiftung is 30,000 CHF
– A Trust Enterprise is 30,000 CHF

Taxation

An Aktiengesellschaft pays a 4% coupon tax on dividends and an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is 1,000 CHF.

An Anstalt, whether commercial or non-commercial provided the capital has not been divided does not pay a coupon tax, but has to pay an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is 1,000 CHF.

A Stiftung, whether registered or deposited, does not pay a coupon tax, but has to pay an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is 1,000 CHF.

Trusts pay a minimum annual tax of 1,000 CHF – or 0.1% on the net asset value.

Double Taxation Agreements

Liechtenstein has only one double tax agreement, which is with Austria.

License Fees

See taxation.

Classes of Shares Permitted

An Aktiengesellschaft may issue registered, bearer, no par value, preference shares and shares with special voting rights.
A GmbH, anstalt, stiftung and a trust do not have shares.

Bearer Shares Permitted

Yes, for Aktiengesellschaft only.

Financial Statement Requirements

An Aktiengesellschaft and GmbH are required to submit audited financial statements to the Liechtenstein tax administrator for assessment.
A commercial Anstalt is required to submit audited financial statements to the Liechtenstein tax administrator.
A non-commercial Anstalt need not submit accounts to the Liechtenstein tax administrator, solely a statement by the Bank that a record of assets is available.
A Stiftung need not submit accounts to the Liechtenstein tax administrator, solely a statement by the Bank of a record of assets

Structure of Management

Directors

The minimum number of directors for Aktiengesellschaft, GmbH and Anstalt is one. The directors may be natural persons or bodies corporate and can be of any nationality, but at least one director must be a natural person, a resident of Liechtenstein and qualified to act.
The Liechtenstein Stiftung does not have a board of directors, but appoints a Foundation Council, who may be natural persons or bodies corporate. They may be of any nationality but at least one member of the Council must be a natural person, a resident of Liechtenstein and qualified to act.

Shareholders

The minimum number of shareholders/equity participants/ beneficiaries of any Liechtenstein entity is one.

Company Secretary

The concept of a company secretary is not required.

Why TBA

What separates us from our competitors is that our services don’t end with the registration of your company. We offer a wide range of additional services others can’t or just won’t offer, such as lifetime free support.

Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types.
Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs

Should you have any question or matter
You would like to discuss or clarify with us

Or

Should you like to receive further Information
About our services and fees, …

Our multi-lingual team of business advisors is happy to assist you with all upcoming questions and issues in relation to your company.

You may call or email us, and we will be happy to assist you in a fast and efficient manner.

You can also come and visit us at our Limassol offices to discuss issues face to face if you prefer. Just arrange an appointment and we will be happy to meet with you.