A Comprehensive Guide to Registering a Trust Enterprise in Liechtenstein

Josef Bergt
2023

Introduction

The process of registering a Trust Enterprise (a business trust or Trust Registered respectively Trust reg.) in Liechtenstein is a multifaceted one, requiring careful preparation and adherence to specific legal requirements. This article provides a detailed guide to the process, from the formation of the company name to the final registration in the Commercial Register. It is important to note that the process may vary depending on the specific circumstances of the Trust Enterprise and the corresponding requirements under Liechtenstein law. The Trust Enterprise may be established with legal personality or without legal personality. This may also later on be changed by resolution of the supreme body of the Trust Enterprise (Board of Trustees). A Trust Enterprise without legal personality may change its legal form to a Trust. As not every jurisdiction is familiar with a Trust Enterprise, it may be first necessary to change a Trust Enterprise (without legal personality) to a Trust, in order to then change its registered office to another jurisdiction.

Preparation for the Establishment

Before the Trust Enterprise is registered in the Commercial Register, several steps need to be undertaken:

• Formation of the Company Name;
• Raising of the Trust Fund (Capital of the Trust Enterprise);
• Drafting of the Trust Deed (Statutes) including the Declaration of Trust;
• Consideration of whether to waive the auditor (review);
• Determination of the members of the board of trustees, possibly the auditor, and the persons authorized to represent the Trust Enterprise, as well as the definition of signing rights;
• Preparation of the registration letter;
• Obtaining any necessary permits;
• Preparation of the documents to be submitted.
• Formation of the Company Name

Trust Enterprises can generally choose their company name freely, but there are some restrictions:

• The company name must not already be registered in the Commercial Register;
• The company name must include the unabbreviated addition "Trust Enterprise" or "Registered Trust Enterprise" or a similar designation, such as "Registered Business Trust", "Trust Registered", "Registered Trust Foundation", "Registered Trust Institute" or, if the Trust Enterprise does not operate a commercial business, an equivalent expression in another language, provided this does not lead to confusion.

Trust Fund (Capital of the Trust Enterprise)

The Trust Fund (Capital of the Trust Enterprise) can be raised either in cash or through contributions in kind. If the Trust Fund (Capital of the Trust Enterprise) is raised in cash, a declaration must be made by the settlor or a member of the Board of Trustees about the deposit of the legally or statutorily determined contributions into the Trust Fund (Capital of the Trust Enterprise). If the Trust Fund (Capital of the Trust Enterprise) is to consist of other assets (contributions in kind, asset acquisitions, or offsetting transactions), the Trust Deed (Statutes) or a special directory must contain the individual items of the contribution and their valuation.

Trust Deed (Statutes)

The Trust Deed (Statutes) of the Trust Enterprise must be signed by the settlor, with the signatures being certified, and must contain the following information or provisions:

• The declaration of the establishment of the Trust Enterprise;
• The company name and registered office, as well as the designation of the legal form;
• The purpose or object;
• The duration;
• The amount of the Trust Fund (Capital of the Trust Enterprise) or the estimated value of the Trust Fund (Capital of the Trust Enterprise), if it does not consist of money, and the type of its procurement, whereby the individual assets are to be listed in the Trust Deed itself or in a directory attached to it and signed in a certified form, with the declaration that the information is correct;
• The number, the type, and the manner of appointment of the members of the Board of Trustees, as well as information on how their future appointment is to be made in the event of a member of the Board of Trustees ceasing to hold office;
• The organs for administration (members of the Board of Trustees) and possibly for control (audior), as well as the manner of exercising representation;
• The form in which announcements from the Trust Enterprise are made (publication organ).

If the Trust Fund consists of assets other than cash (contributions in kind), the dedicated assets can be listed in a special directory instead of in the Trust Deed, with the assurance that the information is correct.

Waiver of the Auditor (Review)

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

Organization

The trustees or the members of the Board of Trustees must be appointed. A member of the administration authorized to manage and represent the Trust Enterprise must meet the requirements according to Art. 180a Abs. 1, 2, or 3 PGR (Liechtenstein Persons and Companies Act), unless the Trust Enterprise is subject to the supervision of another authority. If a commercial business is operated, an auditor must be appointed, unless the audit review is waived and thus the requirement for the auditor is eliminated. The auditor is not registered in the Commercial Register. In addition, a representative must be appointed, unless a domestic delivery address is designated. Further persons authorized to represent or proxies can be appointed.

Preparation of the Founding Declaration (Declaration of Trust)

The Founding Declaration is part of the Trust Deed. However, it can also be submitted as a separate document.

Registration for Entry in the Commercial Register

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

• The company name, legal form, and registered office;
• The duration;
• The representation (with address) or the delivery address;
• The amount of the Trust Fund or information about the amount of its estimated value and its composition, if it does not consist of money, as well as how the remaining performance is to be fulfilled if it is not fully performed;
• The purpose or object;
• The date of the Trust Deed (Date of the Trust Deed);
• The publication organ;
• The members of the Board of Trustees or other persons authorized to represent, with their name, first name, date of birth, nationality, address, and type of signature; if they are legal entities, the company name, registered office, and type of signature;
• Any branch offices;
• The possible waiver of the audit review.

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.

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:

• A copy of the Trust Deed (including the Declaration of Trust) signed by the settlor, with the signature being certified;
• The declaration about the deposit of the legally or statutorily determined contributions into the Trust Fund and how the remainder will be raised or secured;
• The declaration of the elected members of the Board of Trustees and possibly the representation that the election is accepted, if this is not apparent from the Founding Act or the registration (if it is a legal entity and its registered office is not in the country, an appropriate official Commercial Register extract must be provided);
• As far as the Trust Enterprise must have an auditor, the declaration of the same that the election is accepted, if this is not apparent from the Founding Act; otherwise, the declaration of the Board of Trustees that the audit review according to Art. 1058a PGR is waived;
• The so-called company signature declaration (sample drawing) of the persons authorized to represent, with their (sample) signatures being certified;
• Any permits, for example, from the Financial Market Authority Liechtenstein (FMA).

Fees

The fee for the new registration of a Trust Enterprise is CHF 700.00. This fee increases by 0.2 ‰ for the sum of the trust fund that exceeds CHF 200’000.00, but at most up to CHF 10’000.00. In addition, fees of CHF 30.00 are charged for each signing authority 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.

Conclusion

The process of establishing a Trust Enterprise or business trust (Trust Registered) in Liechtenstein is a complex one that requires careful planning and adherence to the legal requirements. This guide provides an overview of the steps involved, from the formation of the company name to the final registration in the Commercial Register. However, it is important to note that this guide is not exhaustive and that the process may vary depending on the specific circumstances of the Trust Enterprise and the requirements of Liechtenstein law. Therefore, it is advisable to seek legal advice when establishing a Trust Enterprise in Liechtenstein.

Source: Factsheet AJU/ h80.027.01; Art. 1032a PGR; Art. 932a §§ 9, 15 PGR; Art. 102 HRV (Liechtenstein Commercial Register Ordinance); Art. 1058a PGR; Art. 239 PGR; Art. 31 HRV.

Executive Summary:

• The formation of a Trust Enterprise (Trust reg. or business trust) in Liechtenstein involves several steps, including the formation of the company name, raising the Trust Fund, drafting the Trust Deed, and registering the Trust Enterprise in the Commercial Register.
• The company name must not already be registered in the Commercial Register and must include the unabbreviated addition "Trust Enterprise", “Trust reg.” respectively “Trust Registered” or a similar designation.
• The Trust Fund can be raised either in cash or through contributions in kind.
• The Trust Deed must be signed by the settlor and contain specific information, including the declaration of the establishment of the Trust Enterprise, the company name, registered office, purpose, duration, and amount of the Trust Fund.
• If the Trust Enterprise is a micro-company that operates a commercial business, it may be possible to waive the audit review.
• The trustees or the members of the Board of Trustees must be appointed, and a representative must be appointed unless a domestic delivery address is designated.
• The registration letter for the entry of a Trust Enterprise in the Commercial Register must contain specific information, including the company name, legal form, registered office, duration, representation or delivery address, amount of the Trust Fund, purpose, date of the Trust Deed, publication organ, and members of the Board of Trustees or other persons authorized to represent.
• If a commercial business is operated, a trade permit or another special legal permit is usually required.
• The fee for the new registration of a Trust Enterprise is in general CHF 700.00.
• It is advisable to seek legal advice when establishing a Trust Enterprise in Liechtenstein due to the complexity of the process and the specific requirements of Liechtenstein law.