COMPANY LIMITED BY SHARES

Provided that the somewhat higher tax burdens and occasionally stricter formal provisions are acceptable, the ‘Aktiengesellschaft’ (AG), a company limited by shares, is suitable for all economic objects, in particular for active international commercial transactions, or as a holding organization for subsidiary companies etc.
However, for the regulation of private asset relationships and for straightforward asset administration/asset security, other organizational structures are preferable.

The name can be freely chosen in any language (in Latin or German characters), and imaginative names are also admissible.  After registration, the company name is protected (exclusiveness of the registered name).  Special permission must be obtained if you are intending to use national and international state or place names in the company name.

German is the official language. A translation of the German-language formation deed may be prepared upon request.

The purpose/object may provide for the pursuit of commercial or non-commercial activities in any legally admissible form, for example, the trade of goods, the acquisition of investments, financing, the administration of real estate, leasing, the administration of assets for certain beneficiaries or for purely charitable purposes.
Banking business may only be pursued by banks, and the administration of assets for third parties may only be undertaken by licenced Liechtenstein trustees.

The nominal capital, as determined in the articles, may be fixed in Swiss francs, euros or US dollars.  Attention must be paid, however, to the minimum required capital. Upon formation the capital may be paid in cash or kind. The minimum capital must be CHF 50 000. –, EUR 50 000. – or USD 50 000. –.

Bearer or registered shares are admissible, and the minimum nominal value of the shares is not stipulated. It is also possible to issue voting shares. There is no requirement to observe any procedure in the transfer of bearer shares. The law does not prescribe any obligatory qualifying share for the administration.

The legal person is created by means of a formation deed and articles, which must be submitted to the competent authorities. The formation requires two natural or legal persons. As a general rule, the formation ensues on a fiduciary basis.

The AG (company limited by shares) first comes into existence upon its entry in the Public Register (Commercial Register).

The General Assembly is the governing authority and must be summoned at least once a year to approve the annual account and deal with any other statutory and legal duties.

The board of directors conducts and manages the company business.

The audit authority must examine the annual account and report to the General Assembly.

At least one member of the administration (board of trustees) must have its law office address in Liechtenstein and be in possession of certain professional qualifications. In addition to this Liechtenstein administrative body, any number of natural or juridical persons, resident in Liechtenstein or abroad, may be co-opted. The administrative body is the company’s responsible body.

The appointment of an auditor is mandatory for the AG (company limited by shares).

The legal representative is the official addressee of the company and connecting link with the authorities, for instance, with the Tax Administration and the Public Register Office.

In the case of companies limited by shares the shareholders are entitled to the profit and the assets remaining after liquidation.

All legal persons are required by law to keep books of account.  The books of account may be kept in any desired legal currency and also in any freely convertible currency and also in the English, French, Italian, Spanish or Portuguese language. The annual account which, under certain circumstances, must be submitted to the Liechtenstein Tax Administration Office, must be accompanied by a German translation.

Not more than one week is required to form a company.

Powers of attorney may be conferred where, upon instruction of the administration, transactions are implemented by third parties. The holder of a power of attorney shall be under obligation to report to the administration. Due to the liability of the administration for the actions of the attorney it is usual to confer only specific powers of attorney limited with respect to time.

A legal person entered in the Public Register may not be dissolved until at least six months after the third call to creditors. In every case, the prerequisite for deregistration is the conclusion of the liquidation.

General note: In the case of companies organized in the legal form of domiciliary companies/holding enterprises, profits and asset growth are not subject to capital gains tax, or a tax on profits.

a) Upon formation

- Stamp duty/formation duty

Upon the formation of legal persons whose capital is divided into shares (company limited by shares) the stamp duty amounts to 1 % of the sum which accrues to the company liable to taxation as counter performance for the participation rights (related to at least the nominal value).  This duty is payable if the capital exceeds 250.000 CHF. The same duty also becomes due when the capital is directly increased or when the bearers of participation rights make contributions without increasing the capital (e.g. when assets are contributed to the reserves) and in the case of a change of hands of participation rights in economically liquidated companies. However, the above mentioned exemption limit should always be considered.

- Registration or deposition Fees

A fee dependent upon the capital involved and the legal form being registered, amounting to a minimum of approximately CHF 350-700 – is due upon registration in the Public Register or (selective) deposition of formation documents, as provided by law. Furthermore, in the case of the AG (company limited by shares), legal fees related to the drawing up of the legally prescribed public document con­cerning the formation procedure as well as the costs of the legally prescribed announcement in the official publication journals must be considered.

b) Subsequent taxes

- The Special Corporation Tax (Capital Tax)

The AG (company limited by shares) is subject to the special corporation tax amounting to 0.1 % of the net assets, with a minimum fee of CHF 1000 per annum. This tax is payable in advance.

- Coupon Tax

In the case of the AG (company limited by shares) the Liechtenstein coupon tax of 4% is due upon payment of profit (or the settlement of other taxable performances). The coupon tax is payable by the subscriber.

- Turnover Tax on Securities

In general, this amounts to 0.15% for domestic securities (Switzerland and Liech­tenstein) and 0.3% for foreign securities. The banks and brokers are normally liable for settlement; so, too, are other persons, in so far as they professionally undertake the acquisition and sale of securities. In addition, investment compa­nies, when fulfilling certain prerequisites, are deemed to be registered dealers in securities

- Value Added Tax (VAT)

Since January 15t, 1995 the turnover tax (referred to as WUST) has been replaced by the value added tax (VAT). Liechtenstein holding companies and domiciliary enterprises are exempt from VAT provided they have no domestic turnover. ‘Domestic’ embraces the common Swiss/Liechtenstein economic area.
The VAT generally amounts to 7, 6%.

The VAT is levied on: 

* all domestic deliveries of goods and the provision of services;
* the importation of goods;
* goods consumed and services used domestically;
* services procured from abroad that amount to more than CHF 10,000 per annum.

For certain articles of daily use (e.g. food and beverage as well as cereals, medication, newspapers) a reduced rate of VAT is applied. At the present time this amounts to 2.4%.
Exports are exempt from VAT.

* Customs Duties
* Other Fees

Fees may also accrue from the certification of signatures, the procurement of official confirmations and extracts from the Commercial Register, the granting of permis­sion to register or deposit, the appointment of a liquidator, etc.

The annual account examined by the auditor must be submitted to the Liechtenstein Tax Administration Office.

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