The Liechtenstein public limited company (Aktiengesellschaft) is one of the most frequently established corporations in Liechtenstein. This is no coincidence, as this legal form is internationally recognized and offers a high degree of flexibility. Thus, the public limited company is suitable for small businesses, SMEs, and large enterprises alike. A significant difference exists between the Liechtenstein public limited company and the Austrian or German form of this corporation, which are generally more relevant for larger enterprises.

The following blog post will provide a basic overview of the legal form of the Liechtenstein public limited company and the governing bodies of this company:

1. Public limited company (Aktiengesellschaft)

The Liechtenstein public limited company has a minimum capital of
CHF/EUR/USD 50,000 and can be incorporated for any legally permissible commercial or non-commercial purpose. This can be the operation of a bakery or the management of its own assets as a holding company.

The company’s shares can be either bearer or registered shares, although in practice only registered shares are relevant today. The smallest possible denomination of the shares is CHF/EUR/USD 0.01, meaning that a total of 5,000,000 shares can be issued with a capital of CHF/EUR/USD 50,000.

If shareholders wish to restrict voting rights for third parties, the company can issue participation certificates in addition to shares. These certificates are similar to non-voting shares, allowing participants a share in profits but no voting rights at the general meeting.

2. Governing bodies of the public limited company

A public limited company generally has three corporate bodies: the general meeting, the board of directors and the auditor. It is also possible to set up additional bodies.

2.1. Generalversammlung

The general meeting, comprising the shareholders, is the highest authority within the company. This body must convene at least once per year for the annual general meeting to approve the financial statements and fulfill other statutory and regulatory obligations.
Certain powers are legally vested in the general meeting, though these can largely be delegated to other bodies as provided in the company’s articles of association. These powers include electing the board of directors, appointing the auditor, approving the financial statements, deciding on dividend distribution, and amending the articles of association.

2.2 Board of directors and management

The board of directors may consist of one or more members, who may be natural persons or legal entities.
The board of directors is responsible for the management and external representation of the company and generally performs these duties itself (monistic system). Since in this case there is no division into an operational management body and a supervisory body, but “only” the board of directors, the administration of the company is relatively lean.

However, the shareholders of a public limited company can also authorize the board of directors in the articles of association to delegate the management of the company to individual members of the board of directors or third parties. Various arrangements are therefore conceivable. If management is delegated to one or more members of the board of directors, the other members of the board of directors assume an accompanying and supervisory function. In this case, the board of directors is divided into executive members and non-executive members. A dualistic system can be emulated by delegating management and representation to third parties (directors) to a large extent. In this case, the management is divided into an operational management and the board of directors, which is essentially limited to a supervisory function and is therefore no longer involved in the day-to-day operations of the company.

Due to the permissibility of delegating competencies of the board of directors to individual members or third parties, Liechtenstein law allows for flexible adaptation of the organization to the most economically sensible structure of the public limited company.
Regardless of the specific structure of the company’s administration, however, the board of directors as a body has certain statutory duties that it must perform and therefore cannot delegate.

2.3 Auditor

Generally, a public limited company in Liechtenstein must appoint an auditor to review its financial statements.

Exemption from this audit requirement is only permitted for micro-entities as defined in Article 1064(1a) PGR, which conduct a business managed in a commercially organized manner.
To qualify as a micro-entity, the company must meet at least two of the following three size criteria:

• Total assets of CHF 450,000 or less;
• Net revenue of CHF 900,000 or less;
• An average of 10 employees or fewer over the fiscal year.

If these criteria are met, the general meeting can waive the audit review requirement, eliminating the need to appoint an auditor.

2.4 Additional governing bodies

The articles of association may establish additional governing bodies, such as an advisory board. These bodies may undertake various tasks, provided they do not assume functions that are statutorily mandated to the general meeting, board of directors, or auditor.

3. Conclusion

Liechtenstein law offers considerable flexibility in structuring both the public limited company and its governing bodies, allowing for an organization that best meets economic and regulatory requirements.

Get started with us right now and contact us at office@isp.law or use our fully automated booking tool to make an appointment directly for an initial consultation at https://www.isp.law/termin-buchen/ to find out more about the public limited company in Liechtenstein.