Companies and the commercial register in Liechtenstein

Public deed or certification: overview by legal form

In Liechtenstein, public deeds of corporate acts are executed both by notaries and by authorised staff of the Office of Justice (Government report and motion No. 80/2023). Depending on the legal form, the law requires a public deed or only certified signatures:

• GmbH (limited liability company): the articles are executed by public deed at formation (Art. 390(1) PGR). One founder is sufficient. The share capital is at least CHF, EUR or USD 10,000 and must be fully paid in or covered by contributions in kind at formation. In the simplified procedure using the Office of Justice model protocol no public deed is required; the founders' signatures on the model protocol must be certified (Art. 390(5) PGR).
• AG (company limited by shares): formation requires a public deed (Art. 288 PGR). At least two founders are needed; the minimum capital of CHF 50,000 must be fully paid in.
• Anstalt (establishment): no public deed is prescribed. All founders sign the articles, and their signatures must be certified. The minimum capital is CHF 30,000 (CHF 50,000 if divided into shares).
• Foundation: the declaration of establishment must be in writing; the signature of the founder or the founder's representative must be certified (Art. 552 § 14 PGR). Foundations not subject to registration file a formation notice with the Office of Justice within 30 days.

Filing with the commercial register

The application is filed with the Office of Justice orally or in writing. The applicants sign the application personally. For written applications the signatures must be certified; for later applications only if they have not already been given for the same entity (Art. 30 and 31 HRV).

• Specimen signatures: the specimen signatures of the authorised signatories must be certified.
• Articles: the copy of the articles to be filed is certified by the official who recorded the resolutions (Art. 38 HRV).
• Capital: for cash contributions the Office requires a bank confirmation of payment into a blocked account; a bank statement is not sufficient.
• Management: one person authorised to manage and represent the company must meet the requirements of Art. 180a PGR, for example as a licensed Liechtenstein trustee. A representative must also be appointed unless a domestic service address is designated (Art. 239 PGR).

For the signatures on the application, the model protocol and the specimen signatures we offer notarial certification.

Amendments of articles, capital increases and other resolutions

Certain resolutions after formation also require a public deed (National Administration: public deeds, German):

• AG: all resolutions of the general meeting or the board that amend the articles (Art. 305 PGR), such as a capital increase or a conversion without liquidation, as well as the merger plan and the dissolution.
• GmbH: amendments of the articles (Art. 419(1) PGR), the assignment of a share (Art. 403(4) PGR), the dissolution and the conversion without liquidation.

When filing an amendment, the company submits the public deed and a certified copy of the amended articles to the Office of Justice.

Procedure at the notary

1. Preparation: decide on the company name, draft articles, bodies and signing authority, capital payment and the representative or service address. You can submit the draft deed yourself or have the notary draw it up (Art. 26 NotarG).
2. Appointment: bring official photo ID, any powers of attorney, the bank confirmation and, for corporate founders, a certified commercial register extract. The notary checks identity and authority to represent (Art. 27 NotarG).
3. Filing: the deed, the certified articles and the other documents are filed with the Office of Justice. The company acquires legal personality upon registration.

We clarify in advance whether your matter can be handled electronically via ebeurkundung.li with eID.li. A single-member GmbH with one shareholder and one managing director can also be filed online with eID in the simplified procedure (National Administration: online GmbH formation, German).

Foreign founders and documents

Founders can be natural persons or legal entities resident or seated in Liechtenstein or abroad. For companies seated abroad a commercial register extract must be provided (Art. 39 HRV). The Office of Justice accepts public deeds executed abroad if drawn up by an official competent at the place of execution; deeds from outside the EEA must bear an apostille or over-certification (Art. 37 HRV) (apostille and over-certification).

Choosing the legal form

Which legal form suits your project depends, among other things, on the number of founders, the capital and the purpose. An overview of the steps and costs of forming a GmbH in Liechtenstein is available at digihub.li. We agree the notarial steps with you before the appointment.