Liechtenstein GmbH Formation
The steps, statutory capital and official fees of a Liechtenstein GmbH, from the first document to the register entry, with a licensed trustee filing.
- CHF 10,000 minimum capital
- Public deed or model protocol
- Company exists on entry only
- Licensed trustee files
A Liechtenstein GmbH in brief
One or more persons can form a Liechtenstein GmbH for any purpose, with fixed capital of at least CHF 10,000 (Persons and Companies Act (PGR) (PDF), Art. 389, 122). Only the company's assets answer for its debts. The company exists from its register entry. A GmbH can also hold participations, one reason why groups choose a Liechtenstein holding for their participations.
We plan the file, collect and check the documents, and coordinate the notary, the bank and the signatures. A licensed Liechtenstein trustee, named in your engagement letter, forms the GmbH and files it with the commercial register. That split of work runs through our market entry service.
What's included
Six parts of the work. We prepare and coordinate; the licensed trustee forms and files, and can provide the board mandate.
Documents collected and checked
We collect identity documents, proof of address, source of funds and the beneficial-owner details of every member and managing director, and check them before any deed is drawn.
Draft prepared and route chosen
We prepare the commercial content for the licensed trustee, who drafts and finalises the articles. Where the simplified route is open to your members, we prepare the Office of Justice model protocol content.
Board member and Repräsentant arranged
We arrange the qualified board member under PGR Art. 180a and the Repräsentant. A licensed trustee can provide both mandates and a registered address in Liechtenstein for your company.
Account, deed and application coordinated
We coordinate the capital account and the bank certificate, the signing of the deed before the notary, and the written application to the register.
After-entry set-up coordinated
After the entry, we coordinate the share register, the yearly list for the Office of Justice and the beneficial-owner details for the report.
The licensed trustee, named in writing
Forming a company for third parties is a trustee activity under the Trustee Act (TrHG) (PDF), Art. 2(a). The trustee is named in your engagement letter.
We promise no bank account and no entry date.
Two ways to form a GmbH
The PGR and the Commercial Register Ordinance (HRV) (PDF) set two routes. The simplified one is open to at most three members and one managing director, with no public deed.
| Point | Standard route | Simplified route |
|---|---|---|
| Founding instrument | Articles in a public deed (PGR Art. 390(1)) | Office of Justice model protocol, no public deed (PGR Art. 390(5); HRV Art. 71b(1)) |
| Members and managers | One or more members (PGR Art. 389(1)) | At most three members and one managing director (PGR Art. 390(5)) |
| Articles | Drafted for the company | Template articles with no provision deviating from the law; the founding articles count as the member list |
| Filing documents | Deed; certified articles signed by all founders; bank certificate of the capital payment; declaration on contributions in kind; acceptances of the managing directors and of the audit body, or the review waiver (HRV Art. 71(1)) | Model protocol signed by all members with certified signatures; the bank certificate of the capital payment; the managing director's acceptance; the audit body's acceptance where applicable (HRV Art. 71a(a) to (d)) |
| Signatures | Deed signed before the notary; signatures on the written application certified (HRV Art. 31(2)) | Signatures on the model protocol certified |
| What the Office of Justice checks | That the deed records the managing directors, the Repräsentant and the audit body or the review waiver (HRV Art. 72(1)(e)) | The model protocol content, and that no provision deviates from the law (HRV Art. 72(2)) |
| Result | The GmbH comes into being on its register entry (PGR Art. 390(1), 106(1)) | Same: the GmbH comes into being on its register entry |
Two routes to a GmbH entry
Founding document
Standard route: Articles in a public deed (PGR Art. 390(1))Simplified route: Model protocol, at most three members and one managing director, no public deed (PGR Art. 390(5))Filing and certification
Standard route: Filing documents, HRV Art. 71(1)Simplified route: Template articles, certified signatures (HRV Art. 71a, 71b)Result
Standard route: Entry in the commercial register: the GmbH comes into beingSimplified route: Entry in the commercial register: the GmbH comes into being
How GmbH formation works
Eight steps, from intake to the work after the entry. No official time is published for any of them.
Intake and identification
You send the members' and managing directors' details. We collect identity documents, proof of address, source of funds and beneficial-owner details, and check them.
Prepare the draft and choose the route
You decide the members, the capital and the management. We prepare the commercial content for the licensed trustee, who drafts and finalises the articles; the model protocol is used where its limits are met.
Agree the mandates
The managing directors, the Repräsentant and the audit body or review waiver are agreed first, because the standard-route deed records them (HRV Art. 72(1)(e)). The Art. 180a board member is arranged in the same step.
Open the capital account
The members pay the capital in full into a bank account. The bank issues the certificate of payment, which is one of the filing documents.
Sign the deed or the model protocol
The members sign the articles in a public deed before the notary, or sign the model protocol with certified signatures. A deed made outside the EEA needs an apostille or legalisation.
Apply to the register
The licensed trustee files the written application with the deed or the protocol, the bank certificate and the acceptances. Persons entitled to apply are set by PGR Art. 118(2).
Entry in the register
The Office of Justice examines the file and enters the GmbH, in German. The company exists from the entry. No official time is published for this step.
After the entry
We coordinate the share register, the yearly list, the beneficial-owner details and the accounts set-up. The licensed trustee files the beneficial-owner report.
Eight steps to an entered GmbH
Intake and identification
Client; ABB
Who acts: Client and ABB
Draft prepared, route chosen
ABB prepares, trustee drafts and finalises
Who acts: ABB and Licensed trustee and notary
Agree the mandates
Board member, Repräsentant, managing directors, audit body
Who acts: Client and Licensed trustee and notary
Open the capital account
Capital paid in full, bank certificate
Who acts: Client and Bank and Office of Justice
Sign the deed or the model protocol
Deed before the notary, or the model protocol with certified signatures
Who acts: Client and Licensed trustee and notary
Apply to the register
Licensed trustee files
Who acts: Licensed trustee and notary
Entry
The GmbH comes into being
Who acts: Bank and Office of Justice
After entry
Share register, yearly list, beneficial-owner report
Who acts: ABB and Licensed trustee and notary
No official time published.
Want the steps mapped to your members and managers?
Tell us who the members and managing directors are. We reply with the routes open to them, the file list and who signs what.
Documents you will need
From the members and the managing directors, the file needs:
- Identity documents and proof of address
- Source of funds and the beneficial-owner details
- Firm name, seat and object of the company
- The capital and each member's contribution
- Managing directors, audit body or review waiver, and the balance-sheet date
- The bank certificate of the capital payment
- Declaration on contributions in kind and special advantages
- Written acceptances of the managing directors and the audit body
- Supporting documents in German or another language; certified translation if the Office of Justice asks
- Apostille for a deed made outside the EEA; register extract for a company member
Capital, official fees and deadlines
At formation
The amounts below are statutory rules and official charges under the Register fee ordinance (GbHr-GebV) (PDF), not our prices. Our pricing is on request.
| Item | Amount or rule | Source |
|---|---|---|
| Minimum capital | CHF 10,000 | PGR Art. 122(1) |
| Capital in euro or US dollar | EUR 10,000 or USD 10,000, where the articles set the capital in that currency | PGR Art. 122(1a) |
| Payment of the capital | Paid in or brought in in full; one contribution per member, paid in full at formation | PGR Art. 122(2), 391(5) |
| Minimum contribution per member | CHF 50, not reclaimable | PGR Art. 391(1) |
| Base fee, first entry of a GmbH | CHF 700 | GbHr-GebV Annex 2 B.1(e) |
| Capital surcharge above CHF 200,000 | 0.2 per mille of the excess; the basic fee is capped at CHF 10,000 in total | GbHr-GebV Annex 2 B.2 |
| Each signatory / each function entered | CHF 30 / CHF 20 | GbHr-GebV Annex 2 B.4 |
| Advance certificate (Vorabbescheinigung) | CHF 600 | GbHr-GebV Annex 2 A.14 |
| Notarial fee, deed creating the capital | 1 per mille up to CHF 500,000, minimum CHF 300; deed fees capped at CHF 15,000 | GbHr-GebV Annex 2 F(a)(aa), F |
| Swiss federal issuance duty | 1% rate; contributions at the formation of a GmbH up to CHF 1 million in total are exempt; the amount owed depends on the case | StG Art. 8(1), 6(1)(h) |
After the entry
From the entry the company carries the duties below. Bookkeeping, accounts and filings run through our accounting services Liechtenstein. Tax follows the Tax Act (SteG) (PDF) and VAT the VAT Act (MWSTG) (PDF). The beneficial-owner report falls under the Beneficial Owners Register Act (VwbPG) (PDF); its deadlines are suspended, as the Office of Justice newsletter (PDF) states.
| Duty | Rule | Source |
|---|---|---|
| Beneficial-owner report | Within 30 days of the register entry; since the cyberattack of 30 July 2026, deadlines that cannot be met are suspended, and missing a suspended deadline carries no administrative-penal liability; register access is limited, with identification in person in Vaduz since 5 October 2026, and using it is not mandatory; failure to report is otherwise fined up to CHF 200,000 | VwbPG Art. 4(4)(a), 31(2) |
| Accounts and review | Accounts kept even without a commercially run business; accounts and audit report filed within twelve months, CHF 30 per document deposited; audit body elected, review waivable for a micro company running a trade in commercial manner, by unanimous decision | PGR Art. 1045(2), 1122(1), 400(1), 1058a; GbHr-GebV Annex 2 E.4 |
| Share register | Kept for all members' contributions; a matching list, or a notice of no change, filed at the start of each calendar year | PGR Art. 402(1), (2) |
| Share transfer | Public deed and entry in the share register; three-quarters consent unless the transfer is to other members or the articles say otherwise; notary CHF 200, register entry CHF 100 | PGR Art. 403; GbHr-GebV Annex 2 D.3(g), F(a)(hh) |
| Income tax | 12.5%; minimum tax CHF 1,800, not levied where the sole purpose is a trade run in commercial manner and the balance-sheet total averaged at most CHF 500,000 over the last three years | SteG Art. 61, 62(2), (3) |
| VAT | Liability with supplies in Liechtenstein or a seat or establishment there; exempt below CHF 100,000 turnover in Liechtenstein and abroad, leaving out supplies exempt under Art. 21(2); written notice within 30 days after liability starts | MWSTG Art. 10(1), 10(2)(a), 53(1) |
| Letterhead and website | Required details on letters, order forms and websites, the register number among them | PGR Art. 120a(1) |
| Qualified board member | The Art. 180a condition continues after the entry; if it is not met, the company is dissolved ex officio | PGR Art. 180a, 971(1) no. 3 |
A share transfer needs a public deed and an entry in the share register, so buying an existing GmbH follows the same rules. See how the transfer of a ready-made Liechtenstein company is completed.
Problems we solve
A bank account is the bank's decision
No one can promise a Liechtenstein bank account. We prepare the documents the bank asks for and coordinate the capital account, because the bank certificate is a filing document.
The board member and the Repräsentant are separate mandates
The qualified board member under PGR Art. 180a and the Repräsentant under Art. 239 are two roles. Both can come from a licensed trustee, and we arrange them together.
No fixed timeline
No official time is published for a GmbH entry. We work on what the file controls: complete documents, certified signatures and every acceptance in place before filing.
Documents in English, register in German
Register entries and extracts are in German. Supporting documents may be filed in another language, though the Office of Justice can ask for a certified translation. We flag those early.
Presence in Vaduz in individual cases
A foreign public deed can be accepted if an officer competent at its place of execution made it; outside the EEA it needs an apostille. An electronic application may need presence in an individual case.
Is the model-protocol route open to your members?
Tell us how many members and managing directors you plan. We check your plan against the statutory limits.
Why work with us
From our practice
We collect and check every document before any deed is drawn. we agree the managing directors, the Repräsentant and the audit body first, because the Office of Justice checks that the standard-route deed records them (HRV Art. 72(1)(e)). the capital account comes before the application, because the bank certificate is a filing document.
Frequently asked questions
Do I need to live in Liechtenstein to own or manage a GmbH?
The PGR lets one or more persons, firms or legal entities form a GmbH. Two roles carry conditions. At least one member of the management must be an EEA national, or equal by treaty, or a legal person, and meet Art. 180a. The Repräsentant must be an EEA national resident in Liechtenstein, or a domestic legal entity.
Why is a qualified local board member under Art. 180a required, and who arranges it?
PGR Art. 180a requires at least one member of the management who meets its qualification. Entities that must have a managing director under the Trade Act, and some supervised entities, are exempt. If the condition is not met, the company is dissolved ex officio. A licensed trustee can provide the mandate, and we arrange it.
Is the CHF 10,000 capital enough, and does it have to sit in a bank account first?
CHF 10,000 is the statutory minimum, or EUR 10,000 or USD 10,000 where the articles set the capital in that currency. It is paid in or brought in in full, and each contribution is at least CHF 50. The register file needs a bank certificate of the payment, so the capital account comes first.
Can I form a GmbH remotely, without travelling to Vaduz?
We cannot promise a fully remote formation. A public deed made abroad can be accepted if the officer was competent at the place of execution, with an apostille or legalisation outside the EEA. Signatures on a written application are certified. For an electronic application, the Office of Justice may require presence in an individual case.
Will a Liechtenstein bank open an account for a new GmbH?
Opening an account is the bank's decision, and nobody can promise it. What the law fixes is the order: the bank certificate of the capital payment is one of the filing documents, so the account is opened before the register application. We coordinate the request and prepare the documents the bank asks for.
How long does formation take?
No statutory or published day count exists for a GmbH entry. The Office of Justice says it endeavours to process filings promptly. The time depends on complete documents, certified signatures, the deed or the model protocol, and the examination of the file. We give you the file list early, so nothing waits on a missing paper.
Who is liable for the company's debts?
Only the company's assets answer for its debts, and each member's liability is limited to a stated amount. Managing directors are liable without limit and jointly for damage caused by a faulty share register. For that reason we set up the share register with the managing directors right after the entry.
Who actually forms the company and files it, ABB or a licensed trustee?
A licensed Liechtenstein trustee forms the GmbH and files it, because forming companies for third parties is a trustee activity under the Trustee Act, Art. 2(a). Unlicensed exercise is an offence, and offering it without a licence is fined. ABB prepares, collects and coordinates. The trustee is named in your engagement letter.
Is a GmbH the same as an LLC?
This answer states Liechtenstein law only. A Liechtenstein GmbH is a limited-liability company with fixed capital, formed by one or more persons for any purpose. Only the company's assets answer for its debts, and the company comes into being when the Office of Justice enters it in the commercial register.
What is the simplified route with the model protocol, and what are its limits?
It is open to at most three members and one managing director, with no public deed. The articles follow the Office of Justice template with no deviating provision, the signatures are certified, and the founding articles count as the member list. The protocol records the managing director and the audit body or the review waiver.
Which documents do the members and the managing directors need to provide?
Identity documents and proof of address, source of funds and the beneficial-owner details, and the member and manager data the application names. Add the declaration on contributions in kind and the written acceptances. A deed made outside the EEA needs an apostille or legalisation, and a company member supplies a register extract.
What are the official register and notary fees?
The GmbH register base fee is CHF 700, plus CHF 30 per signatory and CHF 20 per function (fee ordinance, version 1 August 2024). Capital above CHF 200,000 adds a surcharge. The notary charges 1 per mille up to CHF 500,000 (minimum CHF 300); deed fees are capped at CHF 15,000. Our fee and the partner's fee are on request.
What does the company owe each year (tax, accounts, UBO report, share register list)?
Income tax of 12.5%, with a minimum tax of CHF 1,800 subject to the Art. 62(3) exception. Accounts are filed within twelve months, and the share register list goes to the Office of Justice each year. The beneficial-owner report is due within 30 days of entry, a deadline suspended since the cyberattack of 30 July 2026.
How do a GmbH and an AG differ in capital, board rules and share transfer, and can I buy a ready-made GmbH instead?
A GmbH needs CHF 10,000 of capital, an AG CHF 50,000. In a GmbH, all members manage together unless the articles say otherwise. A share transfer needs a public deed and a share-register entry, with three-quarters consent unless the articles say otherwise. A ready-made GmbH can be bought; its purchase follows the same transfer rules.
Are the names of the members public?
The application names every member. Either the names are entered in the register, or a member list is kept at the company's seat. The list matching the share register, filed with the Office of Justice at the start of each calendar year, can be inspected by anyone. Supporting documents are a separate question.
Tell us your members and managers
Tell us your name, your email and who the members and managing directors are. We reply with the file list and the steps. Pricing on request.
+423 210 0002 · Business Development department · Monday to Friday, 09:30-17:00 (CET/CEST) · Bahnhofstrasse 8, 9495 Schaan