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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:
-
Name of the company
-
Objects of the company
-
Capital of the company
-
Appointment of the Board member
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.
-
Auditing Agency
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.
-
Representation
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.
-
Statutes and By-Statutes
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 |
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).
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.
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.
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.
