Liechtenstein lies between Switzerland and Austria, the Swiss Franc is the currency and there are no exchange controls. eBanking and financial services are one of Liechtenstein's main industries and within this industry there are heavy sanctions imposed for any breaches of confidentiality, Liechtenstein has very well protected bank confidentiality

Forms of company in Liechtenstein:

The Anstalt: a company with no shareholders, which is like a foundation, and is often used to hold shares of companies outside Liechtenstein The simple limited liability company: called the Aktiengesellschaft or AG or a special category of limited liability company called the Gesellschaft mit beschränkter Haftung – GmbH – which has no shareholders

The Liechtenstein Family Foundation

The foundation is typically incorporated purely for family reasons, non profit and non commercial reasons since a foundation is not suitable for the pursuit of commercial business. A foundation is commonly used to hold assets, fixed property and shares in other companies. A Liechtenstein family foundation has the following characteristics:

Taxation

A Liechtenstein Foundation is not subject to any form of income tax, capital tax, transfer taxes or inheritance taxes in Liechtenstein.

Directors

The Liechtenstein nominated settlor is required to appoint a Board of Directors and these details appear on the public file at the Liechtenstein Registry. It is a legal requirement that there is at least one Liechtenstein individual board member however, additional directors are permitted and these may be of any nationality or residence and can either be individuals or corporate entities.

The Bylaws

The bylaws, better known as the wishes of the beneficiaries are normally drawn up with assistance by the Settlor and ICSL. These details are not available on public record and details of this document need only be held at the premises of the Registered Agent located in Liechtenstein. It is important that the bylaws clearly state what the wishes of the beneficiaries are and what should happen in the event of demise. The bylaws are perhaps the most important instrument and form an integral part of the Foundation. It is important that client's seek legal advice before the bylaws are finalised.

Annual Reporting

The registered agent is required to file the Capital tax to the Liechtenstein Registry every year, but a family foundation that does not actively trade is not required to file audited accounts.

Capitalisation

The minimum share capital is CHF 30,000 – and this amount can be banked in any currency. Before the Foundation is set up, the share capital should be paid into a bank in Liechtenstein. The Liechtenstein bank must give a certificate to the Liechtenstein Registry to verify that the required capital has been paid up for the purpose of creating a foundation.

Restrictions on Name Availability

Since the name of the Foundation must be registered with the Liechtenstein Registry we recommend that we receive a list of three names, since first choices may not always be available It is not permissible in Liechtenstein to use place names, state name, country names or well known international names.

Liechtenstein Company Registration

We can incorporate several forms of company in Liechtenstein: The Anstalt: a company with no shareholders, which is like a foundation, and is often used to hold shares of companies outside Liechtenstein The simple limited liability company: called the Aktiengesellschaft or AG or a special category of limited liability company called the Gesellschaft mit beschränkter Haftung – GmbH – which has no shareholders Several types of Trust: the Stiftung (Foundation), the Treuunternehmen (Registered Trust) and the Treuhandschaft (Trust)

The entities which are not specifically trusts: the Anstalt, the AG and the GmBH have a number of characteristics:

There must be written company statutes; these are deposited with the Registrar and are available for public viewing, including details of shares or capital, share structure of the entity and their registered office The names of the directors, officers and shareholders are kept at the registered office The Corporate name can be in any language and must include the name of the type of entity: such as GmbH or AG. Where words are not permitted these are to do with licensed activities such as banking or those which indicate a country or region of the world

The Anstalt – the special Holding company structure

The Anstalt, is a corporate entity peculiar to Liechtenstein. There are no shareholders as such, simply beneficiaries, rather like a foundation or a trust. This structure is used for holding patents or royalties or real estate. The capital is at least CHF 30000. Should capital be greater, at least CHF 30.000 needs to be paid up. This is usually not divided into shares. One director is required, which would normally be the person nominated to keep the company in good standing. This could well be the Liechtenstein- based agent of the company. The management of non-Liechtenstein assets is not a commercial activity, but should the Anstalt have a commercial activity, annual audited accounts need to be lodged.

The Limited Liability Company

There are a lot of different forms of Limited Liability Company in Liechtenstein including companies without shares, but we concentrate on a simple model. The standard Limited Liability Company (Aktiengesellschaft) is incorporated by two or more members and has a minimum capital of CHF 30,000. The minimum amount which can be subscribed to by any one shareholder is CHF 50. Only the minimum capital needs to be paid up, and the liability of each member of the company is the share capital which each member has subscribed to various types of share can be issued, including preference, registered, voting and no-par-value shares. Only registered shares can be issued at below par value Voting rights can be varied between all types of shares, and voting rights can be limited in accordance with company statutes In this simple model a minimum of one director is required and this director may be a corporate entity. An company exempt from taxes in Liechtenstein- because their activity is outside, needs to have a local professional as an agent Audited annual accounts have to be lodged

Trust Structures

Liechtenstein is exceptional in mainland Europe, as they have specifically recognised trust. The most typical structure is the Stiftung – which is often called a Foundation. The Foundation is specifically set up by a Settlor, to complete a wish. The assets put in Trust by the Settlor become the assets of the Foundation.

There are no members or shareholders of a Foundation, simply:

Assets And a Foundation Deed The Foundation has a number of beneficiaries, who may be identified in a variety of ways. No public registration of the Stiftung is needed, except that a copy of the Foundation Deed needs to be lodged with the authorities. It need contain only very general statements about the purpose of the Foundation, while detailed rules are set out in private Articles Commercial activities are not permitted except in so far as they are in pursuit of the Foundation's non-commercial goals. The minimum assets of a Foundation are CHF 30000, which can not be divided into shares. The assets do not necessarily have to pass to the Foundation on formation A Foundation is normally administered by a Board, which is like a Board of Trustees

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.