Liechtenstein Anstalt Company
Company formation in Liechtenstein
The Anstalt (Establishment) is a legal form, which is not known in any other jurisdiction apart from Liechtenstein. The Establishment is the most flexible structure of the Liechtenstein Company Law: It is something in between a Corporation and Foundation, since it may be structured with or without members. The Establishment can be used for any purpose – commercial or non-commercial. A characteristic is that the so-called Establishment fund may fully or partly consist of contributions in kind apart from cash. Moreover, the Establishment fund may be divided into shares, which may have the character of securities. In addition, the Establishment may have Beneficiaries like a Foundation.
Because of its flexibility, an Establishment may be structured like a single-member company, a Foundation or a Corporation:
1. Establishment structured like a single-member company (most common).
The typical Establishment is owned and managed by a single person. He is the holder of the so-called Founder’s rights and thus the supreme governing body of the Establishment. This kind of Establishment may have a Board of Directors or other organs, which are chosen and controlled by the owner of the Founder’s rights. The holder of the Founder’s rights issues the Articles and determines in the By-Laws the persons – in general it will be the holder of the Founder’s rights himself – who get benefits from the Establishment.
2. Establishment structured like a Foundation (Establishment without Founder’s rights)
It is not mandatory that the founder of the Establishment is the holder of the founder’s rights and thus the supreme governing organ of the Establishment. The Articles may state that the Board of Directors is the supreme governing body of the Establishment and exercises the rights of the founder. In this case, the Founder has any function within the Establishment. However, the Board of Directors manages the Establishment following the will of the founder, which was stipulated in a Letter of Wishes or a Mandate Agreement like in a Foundation.
3. Establishment structured like a Corporation
This type of Establishment has several holders of the founder’s rights and the capital is divided into shares. The supreme governing body is the Assembly of the holders of the founder’s rights. Basic issues are therefore not decided by the Board of Directors but the Assembly of the holders of the Founder’s rights. If the Establishment is set up like this, it has the character of a Company Limited by Shares.
A Company name must necessarily end in “Anstalt”or its equivalent in foreign language (e.g. “Establishment”) and must be approved by the Commercial Registry.
A natural person as well as legal entity may be the founder of the establishment. The Liechtenstein establishment, for whose liabilities the establishment‘s assets are liable, comes into being upon its entry into the Commercial Registry, thus attaining legal personality.
The holder of the Founder’s rights is the supreme governing body of the Establishment, if the Establishment is not structured like a Foundation. There also may be numerous holders of the Founder’s rights; a maximum amount is not stipulated by law. The law provides that the Assembly of the holders of the Founder’s rights passes their decisions unanimously, unless the Articles provide otherwise. The Founder’s rights are transferable and inheritable, however may not be encumbered or pledged.
The articles of association of the Liechtenstein Establishment can provide for beneficiaries, i.e. natural or juridical persons to whom the proceeds of the establishment‘s assets or the assets themselves are to go. They are designated by the founder and have to be described in the articles of association or by-laws in such a way that they are definite or at least definable. The beneficial interest can be conditional, temporary, tied to a restriction or requirement and may be withdrawn at any time.
In most cases, the beneficiaries are named only in the by-laws, since this document does not have to be deposited in the Commercial Registry and the anonymity of the beneficiaries is maintained. If no beneficiary is specified in the articles of association or by-laws, the owner of the founder‘s rights himself is considered the beneficiary.
The minimum fully paid capital of CHF 30,000.00 should be for Establishments where capital is not split into shares. If the capital is split into shares, then the minimum capital should be CHF 50,000. The capital of the establishment can consist of contributions in kind or a combination of cash and contributions in kind; it may be increased at any time after the founding. The Liechtenstein establishment can dispose freely of the capital upon its entry into the Commercial Registry.
Directors And Secretary
The minimum number of directors for the Establishment (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 or EEA state and qualified to act.
There is no requirement to have a local secretary.
The board of directors, which can consist of one or more natural or juridical persons, is entitled to all competencies, which have not been assigned to the highest administrative body, i.e. the owners of the founder‘s rights in the articles of association. Both the management and the outward representation of the Liechtenstein establishment are incumbent on the board of directors. The members of the board of directors are liable for negligent or wilful breaches of duty toward the establishment and, in exceptional cases, also toward the owners of the founder‘s rights or creditors to the Liechtenstein establishment.
Registered Office And Registered Agent/Legal Representative
Every company is required to have a registered office and address in Liechtenstein which should be notified at the Commercial register.
The registered agent who is to be entered into the Commercial Registry represents the establishment to the authorities in Liechtenstein. He is obligated to receive declarations and notifications of any kind as well as deliveries and letters from the Liechtenstein authorities and to ensure the safeguarding of files.
Company meetings need not be held in Liechtenstein.
Normally it takes 3 weeks.
Basic Tax Notes
During the lifetime of the Establishment, its income is taxed with a flat rate of 12.5%. However, a minimal tax of CHF 1,200.00 is due each tax year, which is fully accumulated to the income tax. Liechtenstein has no capital tax.
Audited Financial Statements
A commercial Anstalt, one that has commercial objects, is required to submit an audited financial statement to the Liechtenstein tax administrator. However, note that the management of investments or other assets is not deemed “commercial”.
A non-commercial Anstalt need not submit accounts to the Liechtenstein tax administrator. Based on this, the administrators of the establishment shall confirm to the Commercial Registry (within 6 months of the close of the financial year) that a statement of assets and liabilities is available and that in the preceding year commercial activities were not pursued. The statement of assets and liabilities also need not be submitted; a statement by the bank that a record of its assets is available is sufficient.