Opening a company in Liechtenstein is subject to several requirements imposed by the Commercial Code. Some of these requirements refer to the ownership of a company in the Principality. The owners of a company are referred to as shareholders. Their number must be correlated to the type of company to be registered in Liechtenstein.
Our company formation agents in Liechtenstein can assist foreign investors interested in starting a business in this country.
Who can act as a shareholder in a Liechtenstein company?
The Company Law allows for both local and foreign investors to own companies in Liechtenstein. Furthermore, both individuals and other companies may be shareholders. The denomination of shareholder comes from the fact that the capital of the company is divided into shares and the owners will own shares in the company in accordance with the amount they contributed with to the capital. The shareholders are allowed to increase or decrease the share capital of the company; however, these changes must be reported to the Companies Registrar.
The minimum number of shareholders in a private company is one, while in the case of a public company the minimum number is two. In the case of private companies, the law also provides for nominee shareholders.
Our company registration agents can offer information related to nominee shareholder services available in Liechtenstein.
Powers and duties of shareholders in companies in Liechtenstein
The main advantage of being a shareholder in a company in Liechtenstein is the limited liability related to the company’s debts and obligations. In other words, in case of liquidation, the shareholders will not pay the debts of the company with their personal belongings, but they will be held liable to the extent of the capital the invested in the company. Also, the decision of voluntary liquidation of a company must be taken by the shareholders who will also appoint the liquidator. The procedure of liquidation, however, will fall on the one of the company’s directors.
When it comes to the powers of shareholders of companies in Liechtenstein, they can appoint the management board and the directors, they can also replace them and are entitled to the profits of the company. However, shareholders have the duty to comply with the requirements of the Company Act and provide for the wellbeing of the members of the company and must also make sure the company is solvable at any time during its lifespan. It is also the shareholders’ duty to hold an annual general meeting where the results of the company are discussed.
The annual general meeting of shareholders
All companies in Liechtenstein are required to hold a shareholders’ annual general meetings. These must take place at least once a year and the minutes of the meetings must be filed with the Trade Register when the tax returns for the previous year are filed.
During the meeting, the shareholders must revise and approve the company’s annual accounts and must discuss all the legal issues related to the company.
It is useful to know that shareholders of companies in Liechtenstein can hold general meetings whenever it is required. Also, extraordinary meetings are mandatory in special cases, such as the sale or purchase of shares or company liquidation.
If you want to open a company in Liechtenstein and need assistance or information about the duties and powers of shareholders, please contact us.