Company Restructuring in Liechtenstein: Mergers, Conversions and Seat Transfers

No. This page covers merger, conversion, seat transfer and, once in force, division of Liechtenstein companies. Insolvency and debt restructuring are not offered here. Professional legal advice and representation are reserved to lawyers (RAG Art. 8(1), subject to Art. 8(3)); LFT prepares and coordinates, and a licensed trustee or lawyer acts.

The licensed trustee or lawyer files. The boards of the companies draw up the plan and the report, a notary executes the deed, and the Amt für Justiz checks. LFT collects and prepares the documents and coordinates the file. Tax advice is a trustee activity (TrHG Art. 2(d)). Your engagement letter names the partner.

Not yet. Division of an AG, as a split-up or split-off, is in the act LGBl. 2025 Nr. 315 (PGR Art. 353a) and applies to the GmbH by analogy (Art. 424). The act enters into force together with the EEA Joint Committee decision, and no date is set. Until then the rules in force apply.

Hidden reserves are not taxed to the extent that Liechtenstein keeps its taxing right and the acquirer carries over the values previously relevant for income tax (SteG Art. 52(1)). The acquirer takes over the transferor's tax position, including loss carry-forward (Art. 52(4)). Tax advice comes from the licensed trustee; we give no assurance of tax treatment.

A merger does not end creditor rights. Creditors who register within six months of the publication of the entry can claim security, if they show the merger endangers their claim and they cannot demand payment (PGR Art. 351i). Bondholders who approved the merger, and creditors with a statutory cover pool in insolvency, are excluded.

Each transferring company attaches a closing balance sheet to the registration. The Amt für Justiz rejects the registration if the balance sheet is dated more than eight months before the application for registration (HRV Art. 69(3)). That application is made after the general meeting, so the date has to be planned back from the meeting.

At least one month before the general meeting that votes on it (PGR Art. 351d(1)). The filing duty falls away if the company makes the plan freely available on its website for that month and a link with the publication date is posted on the Amt für Justiz website (Art. 351d(1a)).

Two thirds of the represented share capital (PGR Art. 351e(2)). A simple majority suffices if at least half the share capital is represented and the articles set no higher threshold. The resolution is recorded in a public deed, which is filed with the registration (HRV Art. 69(2)).

Yes. The merger plan needs a public deed (PGR Art. 351a(3)), and the general meeting resolutions are recorded in a public deed that is filed with the registration (HRV Art. 69(2)). A GmbH conversion is also by public deed (PGR Art. 425(5)). A notary executes the deeds; the licensed trustee or lawyer files.

In force: merger of AGs and of GmbHs, conversion between legal forms, seat transfer into and out of Liechtenstein, and the cross-border merger of AGs with capital companies of another EEA state. Not yet in force, and with no date: division, and the new cross-border seat transfer and conversion within the EEA.

The boards draw up the plan and the report, with a closing balance sheet for each transferring company, and independent experts examine the plan unless everyone waives. The plan is executed as a public deed and filed or published a month ahead. The general meeting resolves; registration follows, transferring companies first and the acquirer last.

Yes. A GmbH can merge into an AG or another GmbH by transferring all its assets and debts (PGR Art. 424). The resolution is unanimous unless the statutes say otherwise. Which form suits the owners is a question for the licensed trustee or lawyer; LFT collects the documents and coordinates.

Both ways. An AG can become a GmbH as universal successor 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(1)). A GmbH can become an AG at any time by public deed (Art. 425(5)).

With a permit of the Amt für Justiz (PGR Art. 234(2)): continuation under foreign law, a creditor call and a Tax Administration certificate that all due taxes are paid. A creditor gets security only if the claim arose before or one working day after the call, the move endangers it, payment cannot be demanded and it registers within two months.

Yes, without dissolving abroad, with the approval of the Amt für Justiz (PGR Art. 233). The entity must show that it has adapted to Liechtenstein law and that its foreign law permits the move. Register entry and the appointment of a representative follow, as far as both are required.