A Comprehensive Guide to the Incorporation of a Limited Liability Company (GmbH) in Liechtenstein

Josef Bergt
2023

Introduction

The establishment of a Limited Liability Company (LLC or in German “Gesellschaft mit beschränkter Haftung” respectively “GmbH”) in Liechtenstein is a process that requires careful planning and adherence to specific legal requirements. This article aims to provide a detailed guide to the steps involved in the incorporation of a GmbH in Liechtenstein, from the initial preparation to the final registration in the Commercial Register.

Formation of the Company / Firm Name

The first step in the incorporation of a GmbH is the formation of the company name. The choice of the company name is generally unrestricted, but there are certain limitations. The company name must be unique and not already registered in the Commercial Register. It must include either the full term "Gesellschaft mit beschränkter Haftung" or the abbreviation "GmbH" respectively it’s English or French equivalent. For GmbH that do not operate a commercial business in a commercial manner, a foreign language equivalent may also be included in the company name.

To verify the availability and eligibility of a chosen company name, inquiries can be made at the Commercial Register.

Share Capital

The share capital of a GmbH can be raised either in cash or through contributions in kind. The share capital can be set at any amount, but the minimum share capital is CHF/USD/EUR 10’000 and the contribution of each shareholder, which cannot be reclaimed, must be at least CHF 50.00. Unless a legal exception applies, each participant can only possess one share and must have fully paid up or covered this share with contributions in kind at the time of incorporation.

If the share capital is raised in cash, this must be evidenced by a bank certificate confirming the deposit. Contributions in kind must be evaluated within the framework of an expert report.

Drafting the Articles of Association

The articles of association of the GmbH must be signed by all founders and must contain the following information:

• The company name and the registered office;
• The purpose or object of the company;
• The amount of the share capital;
• The amount of the contribution to be made by each participant to the share capital;
• The duration for which the company is to be limited, if such a limitation is to be set;
• The manner in which representation is exercised;
• The manner in which announcements from the company to the shareholders and third parties are made;
• The balance sheet date.

In the case of a simplified incorporation, a simplified model protocol must be used, the contents of which are precisely defined in the Liechtenstein Persons and Companies Act (“PGR”) whereas no provisions deviating from the law may be made. The founders' signatures on the model protocol must be certified.

Consideration of Waiving the Review

If the GmbH is a micro-company that operates a commercial business, it may be possible to waive the review. 

Determination of Board Members, Auditor, and Authorized Representatives

The management and representation of the GmbH is carried out by all shareholders collectively, unless the management is transferred to one or more shareholders or third parties by the articles of association or a shareholder resolution, which is regularly the case in practice.

A person authorized to manage and represent must meet the requirements according to Art. 180a para. 1, 2, or 3 PGR, unless the GmbH is subject to the supervision of another authority.

An auditor must be appointed for each GmbH, unless the review is waived. The auditor is registered in the Commercial Register.

In addition, a representative must be appointed unless a domestic delivery address is specified. Further authorized representatives or proxies can also be appointed.

Public Document on the Incorporation

The resolutions on the incorporation of a GmbH must be taken in a public document. The founder(s) or (founding) shareholder(s) declare the formation of a GmbH, establish the articles of association, and each declare the subscription to their share.

The public notarized act of incorporation must contain at least the following information:

• The founders and possibly their representatives;
• The declaration to form a GmbH;
• The confirmation that the articles of association are established;
• The declaration of each founder regarding the takeover of his share, indicating the nominal value or quota and issue price of the share, as well as his unconditional obligation to make a contribution corresponding to the issue price;
• The appointment of the managing directors and possibly the representative and the auditor;
• The manner of exercising representation;
• The founders' statement that all shares have been taken over, the promised contributions correspond to the total issue price, and the legal and statutory requirements for the performance of the contribution have been met;
• The naming of the individual documents and the confirmation by the person certifying the document that they have been presented to the founders;
• The signatures of all founders or their representatives.

For the incorporation of a GmbH in the simplified procedure, no public notarization is required.

Application for Registration in the Commercial Register

The registration letter (application) for the entry of a GmbH in the Commercial Register must contain the following information:

• The company name, the legal form, and the registered office;
• The representation (with address) or the domestic delivery address;
• The amount of the share capital and the names and first names of the shareholders with their respective share;
• The purpose or object of the company;
• The date of the articles of association;
• The managing directors or other authorized representatives with name, first name, date of birth, nationality, address, and type of signature; if these are legal entities, the company name, the registered office, and the type of signature;
• The auditor with address or the waiver of the audit review;
• The balance sheet date;
• The form in which the company's announcements to the shareholders are made, as well as the publication organ;
• Any branch offices.

The same applies to the registration of a GmbH in the simplified incorporation procedure (exception: A GmbH incorporated in the simplified procedure does not have a representation). The signatures on the registration letter must be certified.

Obtaining Any Necessary Permits

If a commercial business is operated, a trade permit or another special legal permit (for example, from the Financial Market Authority Liechtenstein (FMA) or another authority) is usually required.

Preparation of Documents to be Submitted

With the application for entry in the Commercial Register, the following documents or evidence must be submitted to the Office of Justice – Commercial Register:

• The publicly notarized act of incorporation;
• A copy of the articles of association signed by all founders;
• The bank certificate about the deposit of the share capital;
• The declaration of the elected managing directors (and possibly the representation) that the election is accepted, if this does not result from the act of incorporation or the application (if it is a legal entity and its registered office is not in the country, a corresponding official commercial register extract must be provided);
• The declaration of the audit office that the election is accepted, if this does not result from the act of incorporation; otherwise the declaration that the auditor (review) according to Art. 1058a PGR is waived;
• The founders' declaration that no contributions in kind, acquisitions of assets, or offsetting transactions were made and no founder advantages or other special advantages were granted, or that no other contributions in kind, acquisitions of assets, or offsetting transactions were made or no other founder advantages or other advantages were granted than those mentioned in the articles of association (in practice, this declaration is made in the act of incorporation);
• The so-called company signature declaration (sample drawing) of the authorized representatives, whereby their (sample) signatures must be certified;
• Any permits, for example from the Financial Market Authority (FMA).

In the case of incorporation with contributions in kind, acquisitions of assets, offsetting transactions, or special advantages, the following must also be submitted with the application:

• The complete expert report;
• The contracts for contributions in kind and, if available, the contracts for acquisitions of assets with attachments.

Documents to be Submitted in the Case of Simplified Incorporation

In the case of simplified incorporation, the following documents or evidence must be submitted to the Office of Justice with the application for entry in the Commercial Register:

• The model protocol on the incorporation signed by all founders, whereby their signatures must be certified;
• The bank certificate about the deposit of the share capital;
• The declaration of the elected managing director that the election is accepted;
• The declaration of the auditor that the election is accepted; otherwise the declaration that the auditor (review) according to Art. 1058a PGR is waived;
• The so-called company signature declaration (sample drawing) of the authorized representatives, whereby their (sample) signatures must be certified.

Fees

The fee for the new registration of a GmbH is CHF 700.00. This fee increases by 0.2 ‰ for the share capital amount exceeding CHF 200'000.00, but at most may be CHF 10'000.00.

In addition, fees of CHF 30.00 are charged for each signature authorization to be registered and CHF 20.00 for the registration of a function, as well as CHF 30.00 for the representation or delivery address.

The fee for the creation of the public document on the incorporation is:

• For a GmbH with a share capital up to CHF 500'000.00: 1 ‰ of the share capital, but at least CHF 300.00;
• For each additional started CHF 100'000.00: CHF 100.00, but at most CHF 15'000.00.

Conclusion

The incorporation of a GmbH in Liechtenstein is a process that requires careful planning and adherence to specific legal requirements. This guide provides a comprehensive overview of the steps involved in the incorporation of a GmbH, from the formation of the company name to the final registration in the Commercial Register. Reach out to us if you require assistance with your incorporation.

Source: Factsheet AJU/ h80.007.01; Art. 1025 PGR; Art. 391 PGR; Art. 71 HRV (Liechtenstein Commercial Register Ordinance); Art. 390 PGR; Art. 71b HRV; Art. 1058a PGR; Art. 397 PGR; Art. 239 PGR; Art. 72 HRV; Art. 394 PGR; Art. 31 HRV; Art. 71a HRV

Executive Summary:

• The formation of the company name is the first step in the incorporation of a GmbH in Liechtenstein. The company name must be unique, eligible and not already registered in the Commercial Register.
• The share capital of a GmbH can be raised either in cash or through contributions in kind. The share capital can be set at any amount, but the minimum capital is CHF/USD/EUR 10’000 with the contribution of each shareholder binge at least CHF 50.00.
• The articles of association of the GmbH must be signed by all founders and must contain specific information, including the company name, the registered office, the purpose or object of the company, the amount of the share capital, and the manner in which representation is exercised.
• If the GmbH is a micro-company that operates a commercial business, it may be possible to waive the audit review.
• The resolutions on the incorporation of a GmbH must be taken in a public document. The founder(s) or (founding) shareholder(s) declare the formation of a GmbH, establish the articles of association, and each declare the takeover of their share.
• The registration letter (application) for the entry of a GmbH in the Commercial Register must contain specific information, including the company name, the legal form, and the registered office, the amount of the share capital, the purpose or object of the company, and the date of the articles of association.
• If a commercial business is operated, a trade permit or another special legal permit is usually required.
• With the application for entry in the Commercial Register, specific documents or evidence must be submitted to the Office of Justice – Commercial Register, including the publicly notarized act of incorporation, a copy of the articles of association signed by all founders, and the bank certificate about the deposit of the share capital.
• The fee for the new registration of a GmbH is dependent on the share capital but in general is CHF 700.00. Additional fees are charged for each signature authorization to be registered, the registration of a function, and the representation or delivery address.