Company limited by shares in Liechtenstein
The public limited company is established via a Deed of Formation and statutes; it comes into being with its entry in the Public Register of the Principality of Liechtenstein (commercial register).
The company’s assets (share capital, reserves, profit brought forward) are exclusively liable for the company’s obligations. In the public limited company the shareholders are entitled to the profit and the liquidation proceeds.
The purpose should be statutorily determined. It should reflect the actual activity of the public limited company to be founded.
The minimum capital of a public limited company amounts to CHF 50,000.00 or the equivalent value in a foreign currency. The capital should be fully paid up. A Liechtenstein or Swiss bank must furnish proof of the capital deposit. Both bearer and registered shares are admissible; the issue of voting right shares (categories with various par values) is also possible. No minimum par value is stipulated.
The executive organs of the public limited company are
1. General assembly of shareholders
2. Board of Directors
The general assembly of shareholders is the supreme executive body. At least once a year it must be summoned to approve the annual accounts and to accomplish the other legal and statutory obligations.
The company business is conducted by the Board of Directors, which may consist of one or more members. At least one member of the Executive Board must be resident in Liechtenstein. The latter must be a professionally accredited lawyer, legal agent, trustee, accountant, or possess another commercial qualification recognized by the government.
In addition to the Liechtenstein contingent, any natural persons, but also legal persons resident in Liechtenstein or abroad, may also be appointed to the Board of Directors. The signature of the members of the Board of Directors must be notarially certified on the Declaration of Acceptance.
Public limited companies are required to appoint auditors. The latter require legal qualification (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 assembly of shareholders.
According to EU standards, the public limited company is obligated to keep books and records. The books can be kept
- in any legal currency
- in a foreign language (with German translation)
- at home or abroad.
The balance sheet including notes as well as profit appropriation reviewed by the auditors should be submitted to the Public Register within twelve months of the expiration of the fiscal year.
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