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Company Incorporation
Liechtenstein
OffshoreSimple and it’s agents are
qualified and certified to render the following services:
Counselling in legal, tax and business questions, especially in the
field of company law. Fiduciary formation of companies and their administration.
We also specialize in the handling of all details of trading transactions. We
can form and administer companies for you which are domiciled in or outside
Liechtenstein.
In the Principality of
Liechtenstein, the most common
company structures, which are also regulated by the Persons and Company Act (PGR),
are the Foundation, the Establishment, the Trust reg., and the Corporation
limited by shares and the Trust settlement.
The Foundation
is a juridical entity which has as its object to dedicate a certain amount of
assets to a designated object, e.g. a Family Foundation, Ecclesiastical
Foundation etc. The Foundation should only become active in the field of
investment and administration of assets.
The Establishment
1) is
a juridical entity of the Private Law, whose original capital is not divided
into shares. As a rule, our Liechtenstein agent is the Founder in trust and
assigns the Founder's rights to the client by means of a Deed of Assignment.
This procedure guarantees full anonymity to the client.
The Trust
1) (Trust
reg.) is a juridical entity whose structure is
based on the Anglo-American Law. Its organization corresponds to the
Liechtenstein Establishment.
The Corporation limited by shares
is a juridical entity whose capital is divided into shares. The Corporation is
only liable with the capital. The Liechtenstein Corporation limited by shares
differs only slightly from those abroad.
Trust settlement;
a special feature of the trust settlement is that it can have
either a mandate character or a foundation character, depending on its form. The
trust settlement has a foundation character when the beneficiaries of the
trustor are various third persons or when the trustor is only one of several
beneficiaries. In this form, the trust settlement has no equivalent in the legal
systems of the surrounding countries of Continental Europe. The Liechtenstein
legislators have taken the trust settlement in this form from the area of Common
Law. In the Common Law countries, very great use is made of it as such, namely
for the disposition and preservation of family assets.
Provided that the company does not develop
business activities within Liechtenstein (so-called domiciliary company), the
formation of a company by a foreigner is connected with a tax reduction. The
administration of a company, regardless of its extent, is not considered as a
domestic activity.
1)
the Establishment, like the trust reg., can pursue commercial or non-commercial
activities. When it is a question of a commercial object, companies are required
to keep accounts and perform an audit.
As we form a Liechtenstein company for you in
trust, your name will not be registered with the Trade Register and therefore,
the absolute anonymity of the real Founder is granted. The minimum capital
required for a Corporation limited by shares is CHF 50.000, (~US$33.800) -- and
for the other company structures CHF 30.000, (~US$20.500) --. Prior to forming a
company the capital shall be deposited with a Swiss or Liechtenstein bank. The
forming of a company only takes a few days.
FOR THE FORMATION OF A COMPANY, THE
FOLLOWING REQUIREMENTS SHALL BE MET:
At least one Board member shall be domiciled in
the Principality of Liechtenstein and he/she shall meet certain professional
requirements. We are disposed to act as home Board members.
An Auditing Agency is always required for
Corporations limited by shares and for Establishments and Trusts which develop
commercial activities. We are in a position to recommend you an authorized
Auditing Agency.
Pursuant to Liechtenstein Law, domiciliary
companies which do not develop commercial activities within the country shall be
represented by a company with seat in Liechtenstein. We undertake the legal
representation of said companies and guard their interests toward the
Liechtenstein Authorities.
The statutes of the company are deposited with
the Trade Register whereas By-Statutes where the beneficiaries and the
successors in title are appointed remain within the Liechtenstein agent and are
not deposited with the Trade Register.
The costs for the formation and the running of a
Liechtenstein company include the following items:
1. COSTS FOR FORMATION (IN
CHF)
1 Swiss Franc (CHF) ~
0.67 US Dollar (USD)
1 US Dollar (USD) ~ 1.48 Swiss Franc (CHF)
Foundation Establishment Corporation/
Limited
capital: capital:
capital:
30.000,-- 30.000,--
50.000,--
- stamp duty:
2 o/oo of the capital/min.
200,-- **
**
- fee for registration with
the Trade Register:
documentation in two
languages approx.
650,-- 950,--
950,--
- formation
fee: 4.000,--*
4.000,--* 4.000,--*
- 7,6 % V.A.T.
304,-- 304,--
304,--
TOTAL COSTS FOR FORMATION CHF 5154
5254 5254
(~ $3480) (~ $3550)
(~$3550)
2. ANNUAL COSTS
(IN CHF)
- tax on capital
(company's capital plus
reserves) 1 o/oo min.
1.000,-- 1.000,--
1.000,--
- 4 % coupon tax on dividends
distributed
- -
xx
- fee for
directorship 3.000,--*
3.000,--* 3.000,--*
- fee for legal representation
1600,--* 1600,--*
1600,--*
-
insurance
200,-- 200,--
200,--
- 7,6 % V.A.T.
349,60 273,60
273,60
TOTAL FIXED COST (CHF)
6.149,60 6.149,60
6.149,60
(~$4150) (~$4150)
(~$4150)
*
since 01.01.2001 a V.A.T. of 7,6 % has to be added to these charges.
** for capital above CHF 250.000,-- 1 % stamp duty
3. ADDITIONAL COSTS
*
Foundation
Establishment Corporation/Limited
(calculated either on a
hourly basis or on
turnover) are:
- secretarial work, bank
correspondence, transfers,
advisory service, meetings,
xx xx
xx
visits, travel expenses,
- accounting service
- xx**
xx
-
auditing
- xx**
xx
- company management fee for
commercially active companies
possible on turnover basis
(in this case secretarial
-
xx xx
work and accounting costs
do not apply
*
since 01.01.2001 a V.A.T. of 7,6 % has to be added to these charges.
**
likewise necessary for commercial establishments
In Liechtenstein, a domiciliary company is only
subject to the annual tax on capital, i.e. no tax on profit, no tax on earnings
and no tax on property have to be paid. Only public limited companies have to
pay a 4 % coupon tax on the payment of dividends and on liquidation.
We are in a position to provide the whole
management including bookkeeping, administrative services, invoicing as well as
correspondence in German, English, French and Spanish. Work of this nature is
invoiced according to the time required for it unless a fee has been agreed on a
turnover basis.
The problems in connection with the Formation of
a company may be most varied. We aim, however, at a thorough consultation with
clients and hence study the financial conditions and the intended objects most
thoroughly prior to forming a company. We draw special attention on the law on
due diligence regulations as to the beneficial owners and beneficiaries and the
origin of the financial resources.
We can also administer companies for you which
are domiciled in another jurisdiction. In particular, this would concern Panama,
the British Virgin Islands, UK, Gibraltar, Isle Of Man, Cyprus, Delaware US, and
other countries. A Liechtenstein company is not necessarily the ideal asset
holder in every case.
if you want to proceed.
We are pleased to provide a summary of the salient features of
companies incorporated in Liechtenstein.
[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES &
COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]
CORPORATE FEATURES
| GENERAL |
| Type of Company |
AG |
Anstalt |
| Political Stability |
Good |
| Common or Civil Law |
Civil |
| Disclosure of Beneficial Owner |
No |
| Migration of Domicile Permitted |
Yes |
| Tax on Offshore Profits |
4% |
Nil |
| Language of Name |
Latin Alphabet |
| CORPORATE REQUIREMENTS |
| Minimum Number of Shareholders |
One |
One |
| Minimum Number of Directors |
One |
One |
| Bearer Shares Allowed |
Yes |
No |
| Corporate Directors Permitted |
Yes |
Yes |
| Company Secretary Required |
No |
No |
| Standard Authorised Share Capital |
CHF 50,000 |
CHF 30,000 |
| LOCAL REQUIREMENTS |
| Registered Office/Agent |
Yes |
Yes |
| Company Secretary |
No |
No |
| Local Directors |
Yes |
Yes |
| Local Meetings |
No |
No |
| Government Register of Directors |
Yes |
Yes |
| Government Register of Shareholders |
Yes |
Yes |
| ANNUAL REQUIREMENTS |
| Annual Return |
Yes |
Yes |
| Submit Accounts |
Yes |
No |
| RECURRING GOVERNMENT COSTS |
| Minimum Annual Tax/Licence Fee |
CHF 1,000 |
CHF 1,000 |
| Annual Return Filing Fee |
N/A |
N/A |
GENERAL INFORMATION
The Principality of Liechtenstein lies in the region of the Upper Rhine
between the Swiss Canton of St. Gall and the Austrian Federal State of Vorariber. The
topography is mainly mountainous, other than the Rhine plain, which is the most populated
area.
POPULATION
The Principality of Liechtenstein has a population of approximately 30,000
people.
POLITICAL STRUCTURE
The Reigning Prince is Head of State and the Diet (parliament) has 25
elected members who propose the Head of Government, Deputy and 3 Councillors who form the
Government and are not members of the Diet. Liechtenstein is a member of the United
Nations; the Council of Europe, EFTA and the EU, and membership of these does not
influence local fiscal policy.
LANGUAGE
The official language of The Principality of Liechtenstein is German,
although a dialect is spoken widely. English is also spoken and is used in most commercial
transactions and communications.
CURRENCY
The official currency of The Principality of Liechtenstein is the Swiss
Franc.
EXCHANGE CONTROL
Under the treaty with Switzerland, there are no foreign Exchange Controls.
TYPE OF LAW
Civil Law. Based on Swiss and Austrian law with local adaptations.
PRINCIPAL CORPORATE LEGISLATION
Personen und Gesellschaftrecht mit dem Gesetz über das
Treuhandunternehmen 1926 (Persons and Companies Law with the Law on Registered Trusts).
COMPANY FORMATION
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
Aktiengesellschaft - AG (Company Limited by Shares).
Gesellschaft mit beshränkter Haftung - GmbH (Private Limited Company
without Shares).
Anstalt (Establishment, commercial and non-commercial without shares).
Stiftung (Foundation).
Treuunternehmen (Registered Trust).
Treuhandschaft (Trust).
One of the main attractions of Liechtenstein is its extremely flexible
company law, which allows for the creation of any type of legal organisation, which is
recognised under the law of any jurisdiction in the world. There are three main types of
commercial entities in use – the Establishment or Anstalt, the family foundation and
the company limited by shares. The most important entity for tax purposes is the Anstalt,
which is commonly used by foreign companies as a holding company for overseas
subsidiaries. The Anstalt is an entity, which has no members, participants or
shareholders, and is a hybrid between a company limited by shares and a foundation. It is
popular because, with minor exceptions, it is free to conduct all kinds of business,
including non-trading activities such as holding passive investments.
PROCEDURE TO INCORPORATE
The procedure for the establishment of Liechtenstein entities follows
Civil Law practice. The procedure requires the submission to the Offentlichkeitsregister
(Public Registry) of the following information:
The Deed constituting the statutes and By-laws signed by the subscriber
or agent.
The proposed name of the company.
Share capital, division of capital and type of shares (where
appropriate).
A declaration that the minimum capital has been paid in to a Bank in
either Liechtenstein or Switzerland.
Names, addresses and nationalities of directors and confirmation that
they consent to act as directors.
Names, addresses and nationalities of shareholders (for Installs).
Confirmation that a Liechtenstein resident representative has been
appointed.
RESTRICTIONS ON TRADING
A Liechtenstein body corporate or trust cannot undertake the business of
banking, insurance, assurance, reinsurance, fund management, collective investment schemes
or any other activity that would suggest an association with the Banking or Finance
industries, unless a special licence is obtained.
POWERS OF COMPANY
The powers of Liechtenstein bodies corporate are contained in the
Company’s statutes, but may be defined in such a way to provide general powers.
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
German, but foreign language translations can be obtained.
REGISTERED OFFICE REQUIRED
Entities must appoint a local representative.
shelf COMPANIES AVAILABLE
Owing to the costs associated with incorporation and the paid up share
capital requirements, shelf companies are not widely available.
TIME SCALE TO INCORPORATE
Subject to the proposed name being approved by the Public Registry and the
criteria for incorporation has been strictly adhered to, a body corporate or trust can be
established in 5-7 working days.
NAME RESTRICTIONS
A name that is identical or similar to an existing name. A major name that
is known to exist elsewhere. A name that may imply government patronage. A name that in
the opinion of the Registrar may be considered undesirable.
LANGUAGE OF NAME
The name of a body corporate or trust entity may use any language using
the Latin alphabet, but the Public Registry may require a German translation.
NAMES REQUIRING CONSENT OR A LICENCE
The following names or their derivatives: bank, building society, savings,
insurance, assurance, reinsurance, fund management, investment fund, Liechtenstein, state,
country, municipality, principality, Red Cross and their foreign language equivalents.
SUFFIXES TO DENOTE LIMITED LIABILITY
Aktiengesellschaft - AG.
Gesellschaft mit beshränkter Haftung - GmbH.
Anstalt - Est.
DISCLOSURE OF BENEFICIAL OWNER TO AUTHORITIES
None, but bank character references on the beneficial owners must be
provided to the local representatives/trust management company.
SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE
MATTERS
AUTHORISED AND ISSUED SHARE CAPITAL
The minimum authorised issued and paid up share capital for:
An Aktiengesellschaft is CHF 50,000.
An Anstalt is CHF 30,000.
A Stiftung is CHF 30,000.
A Trust Enterprise is CHF 30,000.
CLASSES OF SHARES PERMITTED
An Aktiengesellschaft may issue registered, bearer, no par value,
preference shares and shares with special voting rights.
A GmbH, anstalt, stiftung and a trust do not have shares.
BEARER SHARES PERMITTED
Yes, for Aktiengesellschaft only.
TAXATION
An Aktiengesellschaft pays a 4% coupon tax on dividends and an annual
capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF
1,000.
An Anstalt, whether commercial or non-commercial provided the capital has
not been divided does not pay a coupon tax, but has to pay an annual capital tax of 0.1%
on the net asset value of the company. The annual minimum is CHF 1,000.
A Stiftung, whether registered or deposited, does not pay a coupon tax,
but has to pay an annual capital tax of 0.1% on the net asset value of the company. The
annual minimum is CHF 1,000.
Trusts pay a minimum annual tax of CHF 1,000 - or 0.1% on the net asset
value.
DOUBLE TAXATION AGREEMENTS
Liechtenstein has only one double tax agreement, which is with Austria.
LICENCE FEES
See taxation.
FINANCIAL STATEMENT REQUIREMENTS
An Aktiengesellschaft and GmbH are required to submit audited financial
statements to the Liechtenstein tax administrator for assessment.
A commercial Anstalt is required to submit audited financial statements to
the Liechtenstein tax administrator.
A non-commercial Anstalt need not submit accounts to the Liechtenstein tax
administrator, solely a statement by the Bank that a record of assets is available.
A Stiftung need not submit accounts to the Liechtenstein tax
administrator, solely a statement by the Bank that a record of assets is available.
STRUCTURE OF MANAGEMENT
DIRECTORS
The minimum number of directors for Aktiengesellschaft, GmbH and Anstalt
is one. The directors may be natural persons or bodies corporate and can be of any
nationality, but at least one director must be a natural person, a resident of
Liechtenstein and qualified to act.
The Liechtenstein Stiftung does not have a board of directors, but
appoints a Foundation Council, who may be natural persons or bodies corporate. They may be
of any nationality but at least one member of the Council must be a natural person, a
resident of Liechtenstein and qualified to act.
COMPANY SECRETARY
The concept of a company secretary is not recognised in The Principality
of Liechtenstein.
SHAREHOLDERS
The minimum number of shareholders/equity participants/ beneficiaries of
any Liechtenstein entity is one.
ORDER
FIND/BUY RELATED
BOOKS!
Whilst
every effort has been made to ensure that the details contained herein are correct and
up-to-date, it does not constitute legal or other professional advice. We do not accept
any responsibility, legal or otherwise, for any errors or omissions.
Please go to our Uses of offshore Companies Page where you will
find interesting information on the benefits of using offshore companies and trusts for
business and personal use, links to information on other locations and details of our
products and services.
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