Company limited by shares in Liechtenstein
The public limited company (Aktiengesellschaft or AG) is established by way of a deed of formation and articles; it comes into being with its entry in the Public Register of the Principality of Liechtenstein (commercial register).
Only the company’s assets (share capital, reserves, profit brought forward) are liable for the company’s obligations. In the public limited company, the shareholders are entitled to the profit and the liquidation proceeds.
The purpose must be laid down in the articles. It should reflect the actual activity of the public limited company to be founded.
The minimum capital of a public limited company is CHF 50,000.00 or the equivalent value in a foreign currency. The capital must be fully paid up. A Liechtenstein or Swiss bank must furnish proof of the capital deposit. Both bearer shares and registered shares are admissible; it is also possible to issue voting shares (categories with various par values). There is no minimum par value.
The executive organs of the public limited company are
1. the general meeting of shareholders
2. the board of directors
3. the auditors
The general meeting of shareholders is the supreme executive body. At least once a year it must be convened to approve the annual accounts and to carry out the other duties laid down by the law and by the articles.
The company business is conducted by the board of directors, which may consist of one or more members. At least one member of the board of directors must be resident in Liechtenstein. That member must be a professionally accredited lawyer, legal agent, trustee, accountant, or possess another commercial qualification recognized by the government.
In addition to the Liechtenstein board member, any individuals but also legal entities resident in Liechtenstein or abroad may also be appointed to the board of directors. The signature of the members of the board of directors on the statement of acceptance must be notarially certified.
Public limited companies are required to appoint auditors. These require the qualification laid down by the law (trustees, chartered accountants, accredited foreign auditors, auditing companies). The auditors must be recognised by the Liechtenstein government; they must review the annual accounts and report to the general meeting of shareholders.
According to EU standards, the public limited company is obliged to keep books and records. The books can be kept
- in any legal currency
- in a foreign language (with German translation)
- in Liechtenstein or abroad.
The balance sheet including notes as well as distribution of profits reviewed by the auditors must be submitted to the Public Register within twelve months from the close of the fiscal year.
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