Definition
What is a company limited by shares?
The Liechtenstein company limited by shares (AG) is a legal entity in the form of a corporation whose share capital is divided into shares. A company limited by shares is therefore an association under private law that is governed by company law on stock corporations and is suitable for large as well as small and medium-sized enterprises.
Purpose
Purpose of an AG in Liechtenstein
The purpose of a company limited by shares in Liechtenstein may include both commercial and non-commercial objectives, such as trading in goods or patents, financing, the management of assets, or the acquisition of holdings and real estate.
The purpose of the company must be lawful and reasonable and must not be contrary to public morals. The provision on the purpose of the company must state whether or not a business operated on commercial lines is conducted.
Formation
Forming a company limited by shares
Forming a company limited by shares in Liechtenstein requires at least two natural or legal persons, irrespective of their place of residence or registered office. To form a Liechtenstein company limited by shares, the notarised deed of formation and the articles of association must be submitted to the competent authority.
The Liechtenstein AG comes into existence upon its entry in the Commercial Register. After formation, all shares may be held by one person. Accordingly, after formation a single person may hold all the shares in what is known as a ‘one-person AG’.
Share capital of companies limited by shares in Liechtenstein
The share capital may be denominated in Swiss francs, euros or US dollars. The minimum capital must amount to at least 50,000 Swiss francs, euros or US dollars and must, on formation, either be paid up in full or contributed in the form of assets in kind.
Only the company's assets are liable for the obligations of the company limited by shares. Shareholders are therefore, as a rule, excluded from personal liability.
At Codex Treuhand AG, we have almost four decades of experience in the formation of companies limited by shares in Liechtenstein and provide you with professional support at every necessary step. Contact us; we will be pleased to advise you on forming your AG in Liechtenstein.
Organisation and governing bodies
Organisation of an AG in Liechtenstein
In an AG in Liechtenstein, the general meeting of shareholders is the supreme governing body. The general meeting not only elects the board of directors but is also authorised to decide on the appropriation of profits.
The board of directors, in turn, represents the company and manages its business. Companies limited by shares in Liechtenstein are required to keep accounts.
A Liechtenstein company limited by shares has an auditor. Its duties include auditing the annual financial statements and submitting them to the Liechtenstein Tax Administration.
If the AG in Liechtenstein conducts a business operated on commercial lines, it requires a managing director, who is entered in the Commercial Register.
Tax structure
Implications for tax liability
The Liechtenstein Tax Act of 1 January 2011 set the annual income tax at a flat rate of 12.5% of taxable net income, which is reduced by the notional interest deduction on equity of 4%. The minimum tax payable is CHF 1,200 per year.
As part of the tax reform, Liechtenstein abolished capital tax and coupon tax. In addition, dividends and capital gains from liquidation or disposal proceeds are exempt from tax.
Tax matters, whether in a national or international context, can be complex. To ensure that your tax obligations are met correctly, we recommend engaging a qualified tax adviser: Codex Treuhand will be pleased to assist you in meeting your tax obligations.
FAQ
Frequently asked questions about the Liechtenstein company limited by shares
Liechtenstein companies limited by shares are a popular choice for businesses looking for a location for their expansion or formation. Below you will find answers to the most frequently asked questions about Liechtenstein companies limited by shares.
What requirements must be met to form a company limited by shares in Liechtenstein?
To form a company limited by shares in Liechtenstein, two natural or legal persons and initial capital of CHF, EUR or USD 50,000 are required.
Which documents must be submitted on formation?
Before the company limited by shares is registered for entry in the Commercial Register, the following must be prepared:
- Choice of the company name
- Raising of the share capital
- Drafting of the articles of association
- Consideration of whether to waive the review
- Appointment of the members of the governing bodies, the auditor (unless the review is waived) and the persons authorised to represent the company, and determination of signing authorities
- Arranging an appointment with the Office of Justice for the notarisation of the deed of formation
- Preparation of the application letter
- Obtaining any permits that may be required
- Preparation of the supporting documents to be submitted
Are you considering forming a company limited by shares in Liechtenstein? Codex Treuhand has extensive knowledge and experience in forming companies limited by shares in Liechtenstein. Do not hesitate to contact us for further information and to take the next step towards realising your business plans.
What are the obligations of the shareholders and the managing directors?
The shareholders are obliged to contribute the minimum capital and to attend the ordinary general meeting.
The managing directors are obliged to manage the company's business properly and to safeguard the company's interests.
At Codex Treuhand AG, we have almost four decades of experience in the formation of companies limited by shares in Liechtenstein and provide you with professional support at every necessary step. Contact us; we will be pleased to advise you on forming your AG in Liechtenstein.
