A Guide for the Incorporation of a private law Establishment (Anstalt) in Liechtenstein - Procedures, Requirements, and Legal Considerations

Josef Bergt
2023

Introduction

The establishment of a private law Establishment, or “Anstalt”, in Liechtenstein is a complex process that requires careful planning and adherence to specific legal requirements. This article provides a comprehensive guide to the steps involved in the establishment of an Anstalt, from the formation of the company name to the final registration in the Commercial Register.

Formation of the Company – Firm Name 

The first step in the establishment of an Anstalt is finding an eligible company name. The name of the Anstalt can be chosen freely, subject to certain restrictions. It must be unique and not already registered in the Commercial Register. The name must include the unabbreviated term "Anstalt" or, if the Anstalt does not operate a commercial business, "Establishment" or "Etablissement". For a public service Anstalt, the name must include the unabbreviated term "public utility Anstalt" or “gemeinwirtschaftliche Anstalt”.

To verify whether a chosen name is already registered in the Commercial Register or is available for use and whether a specific name is permissible, i.e., whether it meets the requirements of company law, the Commercial Register may be formally requested on the availability and eligibility.

Raising of the required Capital (Anstaltsfonds)

The Establishment capital (Anstaltsfonds) can be raised either in cash or through contributions in kind. If the Anstaltsfonds is raised in cash, the founders must provide a declaration on the deposit of the legally or statutorily determined contributions into the Anstaltsfonds and how the remainder will be raised or secured.

If the Anstaltsfonds is to consist of other assets (contributions in kind, asset acquisitions, or offsetting transactions), the statutes or a special directory must precisely and completely determine the object of the contribution, its professional valuation, and any special benefits associated with it.

The minimum capital of the establishment is CHF, EUR or USD 30’000.00. If the establishment capital is divided into shares, it must amount to at least CHF, EUR or USD 50’000.00. The establishment may be organized in the manner of a foundation, i.e., without members and without capital divided into shares, or in a corporate manner. In the case of an establishment with founder’s rights, the holder or holders of the founder’s rights constitute, as a rule, the supreme body.

Drafting of the Statutes

The statutes of the Anstalt must be signed by all founders, with their signatures being certified. The statutes must contain the following information or provisions:

• The company name and registered office, as well as the designation as an "Anstalt";
• The purpose or object of the Anstalt;
• The amount of the Anstaltsfonds (capital of the company) or the estimated value of the Anstaltsfonds if it does not consist of money (contributions in kind), and the manner of its procurement and composition;
• The powers of the supreme organ (holder of the founder’s rights);
• The organs for administration and, if necessary, for control (auditor), as well as the manner in which representation is exercised;
• The principles for the preparation of the balance sheet and the use of the surplus;
• The form in which announcements from the Anstalt are made (publication organ).

If the Anstaltsfonds consists of assets other than cash (contributions in kind), the dedicated assets can be listed in more detail in a special directory, which must be submitted to the Commercial Register for storage, instead of in the statutes.

Consideration of Waiving the Auditor (Review)

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

Determination of the Board Members

The members of the administration must be appointed. A member of the administration authorized to manage and represent the Anstalt must meet the requirements according to Art. 180a Abs. 1, 2, or 3 PGR, unless the Anstalt is subject to the supervision of another authority.

If a commercial business is operated, an auditor must be appointed, unless the review is waived, thus eliminating the requirement for an auditor. The auditor is not registered in the Commercial Register.

Furthermore, a representative must be appointed unless a domestic delivery address is specified. Additional persons authorized to represent or procurators can be appointed.

Preparation of the Founding Act (Founding Resolution or Founding Declaration)

If there are several founders, a founding meeting takes place, after which the founding document (founding declaration) must be established if it is not contained in the statutes. The same applies analogously if there is only one founder.

The founding act (founding document or founding declaration) must contain the following information:

• The founder(s) and possibly their representatives;
• The declaration to establish an Anstalt;
• The confirmation that the statutes are determined;
• The appointment of the administration and possibly the auditor or the waiver of the review according to Art. 1058a PGR (Liechtenstein Persons and Companies Act);
• The manner of exercising representation;
• The determination of the founder(s) that the legal and statutory requirements for the performance of the contributions to the Anstaltsfonds are met;
• The naming of the individual documents and the confirmation that they have been presented to the founders;
• The signature of all founders or their representatives.
• Registration for Entry in the Commercial Register

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

• The company name, legal form, and registered office;
• The representation (with address) or the delivery address;
• The amount of the Anstaltsfonds, possibly the liberation, and the Anstalt shares;
• The purpose or object;
• The date of the statutes;
• The publication organ;
• The members of the administration or other persons authorized to represent with 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;
• A possible waiver of the auditor (review).

The signatures on the registration letter must be certified.

Obtaining Any Required 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:

• The founding act (founding document or founding declaration), if it is not contained in the statutes;
• A copy of the statutes signed by all founders, with their signatures being certified;
• The declaration of the founders about the deposit of the legally or statutorily determined contributions into the Anstaltsfonds and how the remainder will be raised or secured;
• The declaration of the elected members of the administration and possibly the representation that the election is accepted, if this is not apparent from the founding act or the registration;
• If the Anstalt 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 directors that the auditor (review) according to Art. 1058a PGR is waived;
• The declaration of the founders that no contributions in kind, asset acquisitions, or offsetting transactions were made, or that no other contributions in kind, asset acquisitions, or offsetting transactions were made than those mentioned in the statutes or the special directory;
• 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).

In the case of establishment with contributions in kind, asset acquisitions, or offsetting transactions, a special asset directory of the dedicated assets with attachments must also be submitted with the application. In this directory, the assets must be listed individually and evaluated. If this information is contained in the statutes, no special asset directory needs to be submitted.

Fees

The fee for the new entry of an Anstalt is dependent on the capital of the Anstalt (Anstaltsfonds) but in general is CHF 700.00. Additional 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. No publicly notarized founding act is required for the incorporation of an Anstalt which is why no fees incur in this regard.

Conclusion

The establishment of an Anstalt in Liechtenstein is a complex process as it is a legal form unique to Liechtenstein thus requiring careful planning and adherence to specific legal requirements. The steps outlined above provide a 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 Anstalt and its purpose and objective (foundation-like purpose or corporation-like set-up). Therefore, it is advisable to seek legal advice when establishing an Anstalt in Liechtenstein.

Source: Factsheet AJU/ h80.005.01; Art. 1029 PGR; Art. 536-537 PGR; Art. 84-85 HRV (Liechtenstein Commercial Register Ordinance); Art. 539 PGR; Art. 31 HRV; Art. 1058a PGR; Art. 239 PGR; Art. 31 HRV.

Executive Summary:

• The incorporation of a private law Anstalt or Establishment, unique to Liechtenstein law, involves several steps, including the formation of the company name, raising of the foundation capital, drafting of the statutes, consideration of waiving the audit review, determination of the board members, preparation of the founding act, registration for entry in the Commercial Register, obtaining any required permits, and submission of documents.
• The company name of an Anstalt must be unique and include the term "Anstalt" or "Establishment" or "Etablissement". For a public service or public utility Anstalt, the name must include the term "public utility Anstalt".
• The foundation capital can be raised either in cash or through contributions in kind. The minimum capital of the establishment is CHF, EUR or USD 30’000.00. If the establishment capital is divided into shares, it must amount to at least CHF, EUR or USD 50’000.00. The establishment may be organized in the manner of a foundation, i.e., without members and without capital divided into shares, or in a corporate manner. In the case of an establishment with founder’s rights, the holder or holders of the founder’s rights constitute, as a rule, the supreme body.
• The statutes of the Anstalt must be signed by all founders, with their signatures being certified. The statutes must contain specific information or provisions, including the company name and registered office, the purpose or object of the Anstalt, the amount of the foundation capital, the powers of the supreme organ, the organs for administration and control, the principles for the preparation of the balance sheet and the use of the surplus, and the form in which announcements from the Anstalt are made.
• If the Anstalt is a micro-company that operates a commercial business, it may be possible to waive the audit review.
• The founding act must contain specific information, including the founder(s) and possibly their representatives, the declaration to establish an Anstalt, the confirmation that the statutes are determined, the appointment of the administration and possibly the auditor or the waiver thereof, the manner of exercising representation, the determination of the founder(s) that the legal and statutory requirements for the performance of the contributions to the foundation capital are met, the naming of the individual documents and the confirmation that they have been presented to the founders, and the signature of all founders or their representatives.
• The registration letter for the entry of an Anstalt in the Commercial Register must contain specific information, including the company name, legal form, and registered office, the representation or the delivery address, the amount of the foundation capital, the purpose or object, the date of the statutes, the publication organ, the members of the administration or other persons authorized to represent, any branch offices, and a possible waiver of the audit review.
• 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, several documents or evidence must be submitted to the Office of Justice, however no publicly notarized founding act for the incorporation of an Anstalt is required
• The fee for the new entry of an Anstalt is in general CHF 700.00.