Restructuring a Liechtenstein Company

No. On this page restructuring means corporate reorganisation: merger, conversion, seat transfer and, once the law is in force, division. Insolvency and debt restructuring are not offered here. Representing parties in such matters is reserved to lawyers under RAG Art. 8, so ask a lawyer about them.

The licensed Liechtenstein trustee or lawyer files, not ABB. We collect the documents, prepare the drafts and coordinate the steps. A notary executes the merger plan as a public deed, and the licensed partner, named in your engagement letter, files it with the Amt für Justiz.

Four are in force: a merger of AGs or GmbHs, a conversion between legal forms, a seat transfer into or out of Liechtenstein, and an EEA cross-border merger for AGs. Demerger and the new cross-border conversion are legislated but not yet in force; they wait for the EEA Joint Committee decision.

Not yet. LGBl. 2025 Nr. 315 introduces the division of an AG, but it enters into force only together with the decision of the EEA Joint Committee, and no calendar date is set. Until then a demerger is not available. Merger, conversion and seat transfer under the rules in force remain possible.

Not if Liechtenstein keeps its taxing right and the book values are carried over (SteG Art. 52). The acquirer takes over the tax position of the transferor, including the loss carry-forward. Whether your case meets these conditions is tax advice, which the licensed trustee gives (TrHG Art. 2(d)).

Their claims pass to the acquiring company by universal succession on entry. Creditors who register within six months of the publication of the entry can claim security, but only if they show that the merger endangers their claim. A seat transfer abroad needs a public call to creditors first.

Yes. Under PGR Art. 351a the merger plan needs a public deed, executed by a notary. The general meeting resolutions are also recorded in a public deed and belong to the filing package at the Amt für Justiz. The notarial fee is CHF 400 per merger or split deed (fee ordinance, version 1 Aug 2024).

At least one month before the general meeting that votes on it, with the commercial register (PGR Art. 351d(1)). Each merging company files the plan, a public deed, unless it posts the plan free on its website for that month with a link on the Amt für Justiz site (Art. 351d(1a)). All shareholders together can waive the expert examination.

For an AG, two thirds of the represented share capital, or a simple majority if at least half is represented and the articles set no higher threshold (PGR Art. 351e). For a GmbH merger the resolution must be unanimous unless the statutes provide otherwise (PGR Art. 424). The resolution is recorded in a public deed and filed with the Amt für Justiz.

Each transferring company attaches a closing balance sheet to the registration. The Amt für Justiz rejects the registration if that balance sheet is dated more than eight months before the application for registration (HRV Art. 69). The application follows the general meeting, so the date must be planned from the start.

Yes. A GmbH can merge into an AG or into another GmbH by transferring all its assets and debts, and the resolution must be unanimous unless the statutes say otherwise (PGR Art. 424). Whether a merger or a conversion fits your case is for the licensed partner to assess with you.

An AG can become a GmbH without liquidation if the GmbH capital is not lower than the AG share capital and the shareholders' participation is at least three quarters of it (PGR Art. 425). A GmbH can be converted into an AG, among other forms, at any time by public deed.

Yes, without dissolution, with a permit of the Amt für Justiz (PGR Art. 234). The company must first call its creditors publicly and present a Tax Administration certificate that all due taxes are paid. The register fee for the move is CHF 600 (version 1 Aug 2024).

Yes. A foreign legal entity can move its seat into Liechtenstein with the approval of the Amt für Justiz, an entry in the commercial register and a representative, without being dissolved abroad (PGR Art. 233). The register charges the move like a new entry; a formation levy applies only where Swiss stamp legislation does not (SteG Art. 66(1)).