APGI Liechtenstein Limited Company

Liechtenstein Limited Company Incorporation

Liechtenstein lies in the region of the upper Rhine between Switzerland and Austria, about 75 miles (a 90 minute drive) each of Zurich, Switzerland which as the nearest International airport. It is Europe's fourth smallest state with an area of approximately 100 square miles. Vaduz is the capital and the seat of Government.

Liechtenstein, like its neighbors, is politically neutral. It is a constitutional hereditary monarchy with a Prince as head of State and a democratically elected parliament. The legal system is based on civil law.

The total population is 28,000 of which 18,000 are citizens of the Principality. The official language of Liechtenstein is German, although English is widely spoken amongst the business community. The Swiss Franc is the official currency and there are no exchange controls.

Banking and financial services are one of Liechtenstein's main industries and within this industry there are high levels of secrecy with heavy sanctions imposed for any breaches of confidentiality. On an international comparison Liechtenstein has very well protected bank confidentiality.

COMPANY FORMATION:

Type of Company for International Trade and Investment:

• Aktiengesellschaft A.G. (company limited by shares)
• Gesellschaft mit beschr?nker Haftung GmbH (private limited company without shares)
• Anstalt (establishment, commercial and non-commercial without shares)
• Stiftung (foundation)
• Treuunternehmen (registered trust)
• Treuhandschaft (trust)

One of the main attractions of Liechtenstein is its extremely flexible company law which allows for the creation of any type of legal organization which is recognized under the law of any jurisdiction in the world. There are three main types of commercial entities in use: the Establishment or Anstalt, the family foundation and the company limited by shares. The most important entity for tax purposes is the Anstalt, which is commonly used by foreign companies as a holding company for overseas subsidiaries. The Anstalt is a corporate entity which has no members, participants or shareholders and is a hybrid between a company limited by shares and a foundation. It is popular due to the fact that, with minor exceptions, it is free to conduct all kinds of business, including non-trading activities such as holding passive investments.

Procedure to Incorporate:

The procedure for the establishment of Liechtenstein entities follows civil law practice. The procedure requires the submission to the Affentlichkeitsregisteramt (Public Registry) of the following information:

• The Deed constituting the statutes and bye laws signed by the subscriber or agent
• The proposed name of the company share capital, division of capital and type of shares (where appropriate) a declaration that the minimum capital has been paid in cash into a Bank in either Liechtenstein or Switzerland names, addresses and nationalities of directors and confirmation that they consent to act as directors names, addresses and nationalities of shareholders (for Installs) confirmation that a Liechtenstein resident representative has been appointed.

Restrictions on Trading:

A Liechtenstein body corporate or trust cannot undertake the business of Banking, Insurance, Assurance, Re-Insurance, Fund Management, Collective Investment Schemes or any other activity that would suggest an association with the Banking or Finance industries.

Powers of Company:

The powers of Liechtenstein bodies corporate are contained in the company's statutes, but may be defined in such a way to provide general powers.

Language of Legislation and Corporate Documents:

German, but foreign language translations can be obtained.

Registered Office Required:

Yes, must be maintained in The Principality of Liechtenstein, and each body corporate or trust must appoint a local representative.

Shelf Companies Available:

Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not widely available.

Time Scale to Incorporate:

Subject to the proposed name being approved by the Public Registry, and the criteria for incorporation has been strictly adhered to, a body corporate or trust can be established in fifteen working days.

Name Restrictions:

A name that is identical or similar to an existing name. A major name that is known to exist elsewhere. A name that may imply Government patronage. A name that in the opinion of the Registrar may be considered undesirable.

Language of Name:

The name of a body corporate or trust entity may use any language using the Latin alphabet, but the Public Registry may require a German translation.

Names requiring Consent or a License:

Bank, Building Society, Savings, Insurance, Assurance, Re-Insurance, Fund Management, Investment Fund, Liechtenstein, State, Country, Municipality, Principality, Red Cross and their foreign language equivalents.

Suffixes to Denote Limited Liability:

• Aktiengesellschaft - A.G.
• Gesellschaft mit beschr?nker Haftung - GmbH
• Anstalt - Est.

Disclosure of Beneficial Owner to Authorities:

None, but bank character references on the beneficial owners must be provided to the local representatives/trust management company.

SHARE CAPITAL, TAXATION, LICENSE FEES AND COMPLIANCE MATTERS:

Authorized and Issued Share Capital:

• The minimum authorized issued and paid up share capital for an Aktiengesellschaft is CHF 50,000.
• The minimum authorized issued and paid up share capital for an Anstalt is CHF 30,000.
• The minimum authorized issued and paid up capital for a Stiftung is CHF 30,000.
• The minimum authorized and paid up capital for a Trust is CHF 30,000.
• The capital of all Liechtenstein Bodies Corporate or Trusts must be expressed in Swiss Francs.

Classes of Shares Permitted:

An Aktiengesellschaft may issue Registered, Bearer, no Par Value, Preference Shares and Shares with special voting rights.

A GmbH, Anstalt, Stiftung and a Trust do not have shares.

Bearer Shares Permitted:

Yes, for Aktiengesellschaft only.

Taxation:

• An Aktiengesellschaft pays a 4% coupon tax on dividends and an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF1,000.
• An Anstalt, whether commercial or non-commercial does not pay a coupon tax, but has to pay an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF1,000.
• A Stiftung, whether registered or deposited, does not pay a coupon tax, but has to pay an annual capital tax of 0.1% on the net asset value of the company. The annual minimum is CHF1,000. A Trust is not subject to tax or capital tax.

Double Taxation Agreements:

Liechtenstein has only one double taxation agreement, which is with Austria.

Financial Statement Requirements:

• An Aktiengesellschaft and GmbH is required to submit audited financial statements to the Liechtenstein tax administrator for assessment.
• A commercial Anstalt is required to submit audited financial statement to the Liechtenstein tax administrator.
• A non-commercial Anstalt need not submit accounts to the Liechtenstein tax administrator.
• A Stiftung need not submit accounts to the Liechtenstein tax administrator.

STRUCTURE OF MANAGEMENT

Directors:

The minimum number of directors for Aktiengesellschaft, GmbH and Anstalts 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 resident of Liechtenstein.

The Liechtenstein Stiftung does not have a board of directors, but appoints a Council of Members, who may be natural persons or bodies corporate. They may be of any nationality but at least one member of the Council must be a resident of Liechtenstein.

Company Secretary:

The concept of a company secretary is not recognized in The Principality of Liechtenstein.

Shareholders:

The minimum number of shareholders/equity participants/ beneficiaries of any Liechtenstein entity is one.

THE LIECHTENSTEIN FAMILY FOUNDATION

The foundation is typically formed purely for family reasons, non profit and non commercial reasons since a foundation is not suitable for the pursuit of commercial business. A foundation is commonly used to hold assets, fixed property and shares in other companies.

A Liechtenstein family foundation has the following characteristics:

TAXATION:

A Liechtenstein Foundation is not subject to any form of income tax, capital tax, transfer taxes or inheritance taxes in Liechtenstein.

DIRECTORS:

The Liechtenstein nominated Settlor is required to appoint a Board of Directors and these details appear on the public file at the Liechtenstein Registry.

It is a legal requirement that there is at least one Liechtenstein individual board member however, additional directors are permitted and these may be of any nationality or residence and can either be individuals or corporate entities.

THE BY-LAWS:

The by-laws, better known as the wishes of the beneficiaries are normally drawn up with assistance by the Settlor and THE FINOR ORGANIZATION. These details are not available on public record and details of this document need only be held at the premises of the Registered Agent located in Liechtenstein.

It is important that the by-laws clearly state what the wishes of the beneficiaries are and what should happen in the event of demise.

The by-laws are perhaps the most important instrument and form an integral part of the Foundation. It is important that client's seek legal advice before the by-laws are finalized. Finor Associates, Ltd are able to advise a client on how these should be drafted.

ANNUAL REPORTING:

The registered agent is required to file the Capital tax to the Liechtenstein Registry every year, but a family foundation that does not actively trade is not required to file audited accounts.

CAPITALIZATION:

The minimum nominal capital (Foundation Fund) is SF30,000 or the equivalent value in any desired legal currency. Before the Foundation is established it is a legal requirement to pay up the nominal capital in advance and the nominal capital amount must be paid into a Liechtenstein Bank. The Liechtenstein bank must give a certificate to the Liechtenstein Registry to verify that the required capital has been paid up for the purpose of creating a foundation.

RESTRICTIONS ON NAME AVAILABILITY:

Since the name of the Foundation must be registered with the Liechtenstein Registry we recommend that we receive a list of three names, since first choices may not always be available It is not permissible in Liechtenstein to use place names, state name, country names or well known international names.

TIMESCALE:

As soon as we receive in Liechtenstein the required capital then registration of the Foundation can be achieved within 10 working days.

Schedule Of Fees

Basic Fees: Liechtenstein LLC	€ EURO	$ US DOLLAR
Annual License Fee:	---	---
Annual Registered Office fee:	---	---
Annual Registered Agent fee:	---	---
Incorporation Fees:	---	---
TOTAL FIRST YEAR FEES:	ON REQUEST	ON REQUEST
Additional Services:	€ EURO	$ US DOLLAR
Corporate Seal	---	---
Open Bank Account in Hungary	---	---
Power of Attorney	---	---
Certificate of Good Standing	---	---
Notarization per document or set	---	---
Apostille per document or set	---	---
Nominee Director	---	---
Nominee Shareholder	---	---
Annual Fees:	€ EURO	$ US DOLLAR
Maintenance Fee (due in January)	---	---
Nominee Director	---	---
Nominee Shareholder	---	---