Nominee Director in Liechtenstein and Board Mandates
We prepare the file; a licensed trustee takes the board mandate and holds the shares in trust. The beneficial owner stays recorded.
- Qualified board member, PGR Art. 180a
- Personal licence, Art. 3(2)
- Beneficial owner stays recorded
- Board change CHF 40, formation CHF 20

Nominee director in Liechtenstein: three roles, not one
A nominee director in Liechtenstein is usually sold as one product, often called nominee services. The law keeps three roles apart: the qualified board member (Persons and Companies Act (PGR), Art. 180a), the Repräsentant (Art. 239) and the nominal shareholder. The address and the Repräsentant belong to our registered office Liechtenstein service.
The board member is an organ: management belongs to all board members unless otherwise provided or decided by the competent organ (Art. 181(1)), and organs are liable to the entity for damage caused intentionally or negligently (Art. 218(1)). The beneficial owner stays recorded. We coordinate; a licensed Liechtenstein trustee, named in your engagement letter, takes the mandate.
Three roles the market merges
Liechtenstein entity
the beneficial owner stays recorded
Qualified board member
At least one board member with power to manage and represent: EEA national, treaty-equal person, or legal person with a Trustee Act licence, or a 180a licence holder treated as equal, PGR Art. 180a(1), (2); taken by the licensed trustee
Repräsentant
A permanently resident EEA national who represents the entity towards the authorities, PGR Art. 239(1); a separate mandate
Nominal shareholder
Holds shares for another person, a service-provider function under SPG Art. 3(1)(k) no. 5; the licensed trustee holds them
Beneficial owner
The natural person who ultimately owns or controls the entity, VwbPG Art. 2(1)(a)
What's included

Qualified board member
The board seat PGR Art. 180a requires, taken by a licensed trustee or a 180a licence holder employed by one.
Shares held in trust
A nominee shareholder in Liechtenstein: the licensed trustee holds your shares (Due Diligence Act (SPG), Art. 3(1)(k) no. 5). You stay recorded.
Identification
We collect identity documents; the licensed trustee establishes and verifies identity (SPG Art. 6(1), 7(1)).
Engagement and register papers
We prepare the engagement letter, the Art. 180b declaration and the register application. The licensed partner files.
Continuity plan
Who replaces the licence holder if the licence lapses, agreed with the trustee at the start.
Questions on a trademark
Two trademark law rules touch a representative; no statute on nominee holding of a mark was found. The licensed partner advises. Filing the mark itself: trademark registration in Liechtenstein.
We are not the director, the shareholder or the trustee, give no legal advice (RAG Art. 8), and promise no bank account, tax result, substance or timeline.
Who it is for
Founders forming an AG or GmbH
Your new company needs at least one board member who meets PGR Art. 180a. We arrange the mandate.
Owners who want shares held in trust
The licensed trustee holds the shares; you remain the recorded beneficial owner.
Buyers of a ready-made company
The Art. 180a condition applies to the entity, whoever owns it. Ready-Made Companies for Sale
Companies that need only an address
An address or a Repräsentant alone is a different role (PGR Art. 239), on the registered office page.
How the process works
No official processing time is published. A board change is filed without delay (PGR Art. 965(1)).
Say which roles you need
A board member, shares in trust, or both. Who acts: you and ABB.
Identification
Identity documents of you and the beneficial owner. Who acts: ABB collects; the licensed trustee verifies.
Engagement letter
It names the licensed trustee and its licence; a board mandate is a trustee activity (Trustee Act (TrHG), Art. 2(b)).
Mandate accepted
The licensed trustee, or a person licensed under the 180a Supervision Act employed by one, accepts the mandate.
Art. 180b declaration
Each representing natural-person board member declares that no Art. 180b exclusion ground exists. ABB prepares the form.
Register entry
The licensed partner files; the Office of Justice enters the board member, or refuses if an exclusion ground exists. Fee CHF 40 on an existing company; CHF 20 for the function entry at formation.
Shares held in trust
The licensed trustee takes the shares. A GmbH share assignment needs a public deed (PGR Art. 403(4)).
Beneficial owner notified
Changes are notified within 30 days of knowledge (Beneficial Owners Register Act (VwbPG), Art. 4(5)); since the 30 July 2026 cyberattack, deadlines that cannot be met are suspended.
Continuity plan
Without new employment the licence lapses after six months unless the FMA extends it. A later board change runs through our company amendments service.
Nine steps of a nominee board mandate
Say which roles you need
Who acts: Client, ABB
Identification
ABB collects, licensed trustee verifies; SPG Art. 6, 7
Who acts: ABB, licensed trustee
Engagement letter naming the trustee and its licence
TrHG Art. 2(b)
Who acts: Client, trustee
Mandate accepted
Who acts: Licensed trustee or 180a licence holder employed by one
Art. 180b declaration
Who acts: Board member; ABB prepares
Register entry
Fee CHF 40 on an existing company, CHF 20 for the function entry at formation
Who acts: Licensed partner files, Office of Justice enters
Shares held in trust; GmbH share assignment by public deed, PGR Art. 403(4)
Who acts: Licensed trustee
Beneficial owner notified within 30 days, VwbPG Art. 4(5)
Deadlines suspended after the 30 July 2026 cyberattack
Who acts: The entity
Continuity plan: lapse after six months unless the FMA extends
Who acts: Client, trustee
No official processing time published.
Which of the three roles does your company need?
Tell us the company and its owners; we collect the facts and the licensed partner confirms the roles it needs. Pricing on request.
Documents you will need
- Identity documents of you and of the beneficial owner
- The engagement letter, and for shares in trust the agreement with the trustee
- The Art. 180b declaration of each representing natural-person board member
- A certificate of capacity or criminal record extract, if the Office asks
The list is confirmed for your case with the licensed trustee.

Board mandate requirements and statutory fees
Each row names its statute. Our fee and the partner's are on request.
Three roles, three statutes
| Role | What the law says | Source |
|---|---|---|
| Qualified board member | At least one board member with power to manage and represent is an EEA national, a treaty-equal person or a legal person, and holds a Trustee Act licence; a 180a licence holder is treated as equal | PGR Art. 180a(1), (2) |
| Repräsentant | A permanently resident EEA national who represents the entity towards the authorities, a separate duty | PGR Art. 239(1) |
| Nominal shareholder | Acting as nominal shareholder for another person is a service-provider function under the due-diligence law | SPG Art. 3(1)(k) no. 5 |
| Beneficial owner | The natural person who ultimately owns or controls the entity; a nominee is not that person | VwbPG Art. 2(1)(a) |
Board member: conditions, exemptions, exclusion
| Topic | Rule | Source |
|---|---|---|
| Exemption | Entities that must have a managing director under the Trade Act or another special act, or that an authority supervises, are exempt from Art. 180a(1) | PGR Art. 180a(3) |
| Foundations | Foundations under the supervision of Art. 552 § 29 are not exempt | PGR Art. 180a(3) |
| Larger AG | An AG with share capital of at least CHF 1 million needs a board of at least three members, subject to the article's own carve-out | PGR Art. 344(2) |
| Exclusion | Lack of legal capacity, or a conviction for listed wilful offences, bars a natural person as representing board member of an AG, KGaA or GmbH; the conviction bar runs five years from the final judgment; a comparable ground in another EEA state also excludes | PGR Art. 180b(1)-(3) |
| Declaration and refusal | Declared with the register application; resignation if a ground arises later; certificate or extract in justified cases; the Office of Justice refuses the entry | PGR Art. 180b(4)-(6) |
| Condition fails | If the Art. 180a conditions are not or no longer met, the entity can be dissolved ex officio | PGR Art. 971(1) no. 3 |
Statutory fees
Fees under the Register fee ordinance (GbHr-GebV) (PDF), version 1 August 2024, and the FMA Act (FMAG) Annex 1 (licence fee) and Annex 2 (annual levy), 2026 text. They are not the price of the mandate.
| Item | Amount | Source |
|---|---|---|
| Register entry of a board member, and its change or deletion | CHF 40 on an existing company; CHF 20 for the function entry at formation | GbHr-GebV Annex 2 D.3(n), B.4 |
| FMA fee for granting a 180a licence | CHF 2,000 | FMAG Annex 1 |
| FMA annual basic levy for a 180a licence holder | CHF 750 per year | FMAG Annex 2 IV.E.1 (Art. 30a levy) |
Problems we solve

The owner stays on the register
A nominee is not the beneficial owner; the owner is recorded. After the 30 July 2026 cyberattack, access to the register of beneficial owners and who can see it is limited and deadlines that cannot be met are suspended (VwbP notice).
Who may act
Only a licensed person. Unlicensed trustee activity is a criminal offence (TrHG Art. 80(1)), and the FMA fines unauthorised offering (Art. 81).
The board member is an organ
Management belongs to all board members unless otherwise provided or decided by the competent organ, and organs are liable to the entity for damage caused intentionally or negligently (PGR Art. 181(1), 218(1)).
Licence continuity
The licence is personal and tied to employment with a trustee; it lapses after six months without one unless the FMA extends it. Ending instead? See closing a company in an orderly liquidation.
Exclusion grounds
A listed wilful conviction bars a representing board member for five years from the final judgment; a later ground means stepping down.
Substance, bank and tax are not promised
No source says an address plus a nominal board member gives or lacks substance. Banks and authorities decide accounts, permits and tax.
Questions about the mandate or the register?
Send your question; we pass it to the licensed partner and reply with the answer and who acts.
Why work with us
Miriam Albrecht, Schaan; works in German, English and Spanish.
The licensed trustee takes the mandate, holds the shares and files; we collect the papers and coordinate.
From our practice
The engagement letter names the trustee and its licence. we collect the Art. 180b declaration before the entry is filed. the continuity plan is agreed at the start.
Frequently asked questions
Is a nominee director in Liechtenstein anonymous, and does the register hide who owns the company?
No. A nominee is not the beneficial owner, who is the natural person that ultimately owns or controls the entity (VwbPG Art. 2(1)(a)). The licensed trustee must establish that person's identity (SPG Art. 7(1)). Register extracts have no public faith (VwbPG Art. 8(3)), but the owner is recorded. Treat this as the opposite of secrecy.
Can anyone act as a nominee director, or must the person be licensed?
The person must be licensed. A board mandate for third parties is a trustee activity (TrHG Art. 2(b)), and exercising it without authority is a criminal offence (TrHG Art. 80(1)). The qualified board member holds a Trustee Act licence or an equal 180a licence (PGR Art. 180a(1) and (2)). ABB arranges the mandate and is never the director itself.
Why is nominee director the wrong term in Liechtenstein?
It names one product where the law has three roles. The qualified board member sits under PGR Art. 180a(1). The resident representative is a separate duty under PGR Art. 239(1). A nominal shareholder is a service-provider function under SPG Art. 3(1)(k) no. 5. This page uses the searcher's term once, then speaks of a board mandate.
Does the board member run the company or take liability for my decisions?
The board member is an organ, not a name on a form. Management belongs to all board members unless the statutes or an organ resolution say otherwise (PGR Art. 181(1)), and organs are liable to the entity for damage they cause intentionally or negligently (PGR Art. 218(1)). Legal advice on a case is reserved to lawyers (RAG Art. 8).
What happens if the licensed board member leaves their employer or loses the licence?
The licence is personal (180a Supervision Act Art. 3(2)) and needs full-time employment with an authorised trustee (Art. 4(1)(d)). Without a new employment it rests and lapses after six months; the FMA may extend that in a justified case (Art. 13(2)). If the Art. 180a condition fails, dissolution ex officio is a ground (PGR Art. 971(1) no. 3).
Is a nominee board member enough, or does the company also need real substance and a Repräsentant?
These are separate questions. The Repräsentant is a distinct duty of a permanently resident EEA national who represents the entity towards the authorities (PGR Art. 239(1)); the registered office page covers it. ABB found no source saying that an address plus a nominal board member gives or lacks substance, so it promises no substance, bank account or tax result.
Does a nominee shareholder remove me from the beneficial owners register?
No. The owner is the natural person who ultimately owns or controls the entity; a nominee is not that person (VwbPG Art. 2(1)(a)). Changes are notified within 30 days of the entity learning of them (Art. 4(5)), with deadlines suspended while register access is limited after the 30 July 2026 cyberattack. Failure is fined up to CHF 200,000 (Art. 31(2)).
What do I sign with a nominee shareholder, and who holds the shares?
The licensed trustee holds the shares in trust, a service the due-diligence law lists (SPG Art. 3(1)(k) no. 5). ABB found no source naming the type of agreement, so this page names none; the engagement letter and the agreement with the trustee state the terms. For a GmbH, assigning shares needs a public deed (PGR Art. 403(4)).
Who must be on the board of a Liechtenstein AG or GmbH (Art. 180a), and are any companies exempt?
At least one board member with power to manage and represent must be an EEA national, a treaty-equal person or a legal person and hold a Trustee Act licence or an equal 180a licence (PGR Art. 180a(1), (2)). Entities with a Trade Act managing director or authority supervision are exempt (Art. 180a(3)); foundations under Art. 552 § 29 are not.
Can a person with a criminal record be a board member (Art. 180b)?
Not if convicted of wilful offences Art. 180b lists: the bar runs five years from the final judgment, and a comparable ground in another EEA state also excludes. Each representing natural-person board member declares at filing that no ground exists, and must step down if one arises later. The Office of Justice may ask for a criminal record extract.
How is the board member different from the Repräsentant?
They are two duties under two articles. The board member belongs to the company's management (PGR Art. 180a(1)); the Repräsentant is a permanently resident EEA national who represents the entity towards the authorities (PGR Art. 239(1)). One company can have to meet both. The registered office page covers the address and the Repräsentant.
Can a trademark be held by a nominee?
ABB found no statute on nominee holding of trademarks. Two trademark law rules touch a representative: a mark filed by the proprietor's agent without consent can be refused (MSchG Art. 3(1)(d)), and an owner with no domicile, seat or establishment in Liechtenstein, another EEA state or Switzerland needs a Liechtenstein lawyer or patent attorney (MSchG Art. 39(1)).
What does ABB do itself, and what does the licensed trustee do?
ABB collects identification documents, prepares the engagement and register papers, and coordinates. The licensed Liechtenstein trustee, named in the engagement letter, takes the board mandate, holds the shares in trust, verifies identities and files. ABB is not a trustee, gives no legal advice and acts as neither director nor shareholder.
Talk to us about a board mandate
Tell us the company; we reply with a plan and the file list. Pricing on request.
+423 210 0002 · Business Development department · Monday to Friday, 09:30-17:00 (CET/CEST) · Bahnhofstrasse 8, 9495 Schaan