Offshore Incorporation in
Anstalt – Establishment Liechtenstein
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.
The Principality of Liechtenstein has a population of approximately 30,000 people.
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 do not influence local fiscal policy.
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.
The official currency of The Principality of Liechtenstein is the Swiss Franc.
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).
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 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.
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.
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
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.
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.
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
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.
The minimum number of shareholders/equity participants/ beneficiaries of any Liechtenstein entity is one.
The concept of a company secretary is not required.
- 1 Offshore Incorporation in
- 1.1 Anstalt – Establishment Liechtenstein General Information
- 1.2 Population
- 1.3 Political Structure
- 1.4 Language
- 1.5 Currency
- 1.6 Exchange Control
- 1.7 Type of Law
- 1.8 Principal Corporate Legislation
- 1.9 Company Formation
- 1.10 Procedure to Incorporate
- 1.11 Powers of Company
- 1.12 Restrictions on Trading
- 1.13 Language of Legislation and Corporate Documents
- 1.14 Registered Office Required
- 1.15 Time to Incorporate
- 1.16 Name Restrictions
- 1.17 Language of Name
- 1.18 Names Requiring Consent or a License
- 1.19 Suffixes to Denote Limited Liability
- 1.20 Disclosure of Beneficial Ownership to Authorities
- 1.21 Share Capital, Taxation, License Fees & Compliance
- 1.22 Taxation
- 1.23 Double Taxation Agreements
- 1.24 License Fees
- 1.25 Classes of Shares Permitted
- 1.26 Bearer Shares Permitted
- 1.27 Financial Statement Requirements
- 1.28 Structure of Management
- 1.29 Directors
- 1.30 Shareholders
- 1.31 Company Secretary
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