The limited liability company (GmbH) is an independent Liechtenstein corporate entity and can be used for a variety of commercial or non-commercial purposes. It is characterised by the generally flexible structure of its corporate organisation and the separation between the company’s assets and those of its shareholders. In principle, the company itself is liable for the GmbH’s liabilities with its own assets.
A GmbH may be established with one or more shareholders. It is therefore suitable both for smaller, owner-managed businesses and for shareholding structures with multiple shareholders.
Key Facts
Legal personality: The GmbH is a legal entity and acts independently in legal transactions.
Limited liability: Shareholders are generally liable only to the extent of the company’s assets, thereby protecting their personal assets; a distinction must be made, in particular, between any liability claims against managing directors or other governing bodies.
Single- or multi-shareholder company: A GmbH may consist of one or more shareholders, who may be either natural persons or legal entities.
Capital requirements: The share capital must amount to at least CHF 10’000, EUR 10’000 or USD 10’000 and must be fully paid up upon incorporation.
Share capital contributions: The share capital is divided into share capital contributions. An individual share capital contribution must be at least CHF 50 or amount to a sum divisible by CHF 50. The shareholders and the share capital contributions attributable to them are entered in the Commercial Register.
Good to know
Incorporation with one or more shareholders
A limited liability company (GmbH) may be incorporated by a single person. There is therefore no specific minimum number of shareholders. Furthermore, shareholder status is not restricted to natural persons; legal entities may also be shareholders; their place of residence or registered office is irrelevant for the purpose of incorporation.
The standard procedure for formation involves public notarisation. The Persons and Companies Act (PGR) also provides for a simplified formation procedure in certain circumstances. In addition to the deed of incorporation, the articles of association (company contract) and registration in the Commercial Register are of particular importance.
Share capital and capital contributions
The minimum share capital is CHF 10’000, EUR 10’000 or USD 10’000. It must be paid up in full at the time of incorporation. The company may be incorporated through cash contributions or – subject to the statutory requirements – through contributions in kind. Contributions in kind must be valued by an expert’s report.
A distinction must be made between the share capital and a shareholder’s individual capital contribution. The capital contribution refers to the share of capital attributable to a specific shareholder. It must be at least CHF 50 and must be an amount divisible by CHF 50. In principle, each shareholder may hold only one capital contribution, which must be paid up in full upon incorporation or covered by contributions in kind. The shareholders and their capital contributions are entered in the Commercial Register.
The amount of the capital contribution is therefore relevant to the ownership structure within the company. The details of shareholders’ rights may be further specified in the articles of association, insofar as the law permits.
Liability and Responsibility
The legal independence of the GmbH results in a clear separation between the company’s assets and the shareholders’ private assets. Creditors of the GmbH may claim against the company’s assets; in principle, shareholders are not personally liable for the company’s debts.
This must be distinguished from the liability of the person entrusted with the management or representation of the company. Managing directors and other bodies must comply with their statutory and articles-of-association obligations and may be held personally liable in the event of breaches of duty in accordance with the general liability provisions. The limited liability of the GmbH should therefore not be equated with a general exemption from liability for the persons acting on its behalf.
Management and Representation
The GmbH has a comparatively flexible organisational structure. In principle, management and representation are the joint responsibility of the shareholders, unless the articles of association provide otherwise. The authority to manage and represent the company may also be delegated to individual shareholders or third parties, subject to the statutory requirements.
In addition, the requirements under Article 180a PGR must be taken into account. Whether and to what extent an exception applies depends on the specific structure and the statutory requirements.
Accounting, Audit and Disclosure
A GmbH is also, in principle, subject to statutory accounting and disclosure obligations. The scope and requirements depend, amongst other things, on the size and specific activities of the company.
Depending on the circumstances, a statutory audit or a review is required. For micro-companies, certain relief measures apply under specific conditions, including the possibility of waiving the review. However, such a waiver does not automatically remove the remaining statutory accounting and disclosure obligations.
In summary
The Liechtenstein GmbH is particularly suitable for structures where the focus is on a manageable number of shareholders, flexible management and a clear separation between company and private assets. With a minimum share capital of CHF 10’000, it also offers a comparatively low capital requirement.
When structuring the company in practice, particular attention must be paid not only to the minimum capital but also to the distribution of share capital contributions, the structure of shareholders’ rights, management and representation, as well as the requirements regarding accounting, auditing and disclosure. In the case of regulated activities, specific regulatory requirements may also apply.
The team at, Niedermüller Attorneys at Law is happy to advise you on the incorporation and individual structuring of your GmbH, drawing on its legal expertise.