Liechtenstein GmbH Formation, Step by Step
We prepare your GmbH file and keep it moving. A licensed Liechtenstein trustee performs the reserved acts, and the company exists from its register entry.
- Share capital from CHF 10,000
- Simplified route up to three members
- Reserved acts by a licensed trustee
What's included
This page is for founders, families and their advisers who want a Liechtenstein GmbH prepared, and it sits under our guide to registering a Liechtenstein company through a licensed trustee. Forming a company for third parties is a trustee activity under TrHG Art. 2(a), so the licensed trustee named in your engagement letter carries the reserved acts.
Identification pack
We collect the identity documents and beneficial-owner details and check them for gaps. The licensed trustee performs the identification and names any further papers.
Draft articles and route
We set out the firm, seat, object, capital and members, and the route: standard with a public deed or simplified. The trustee finalises the articles.
The mandates
We arrange the Art. 180a board member and the Repräsentant from a licensed trustee, and the audit body or the review waiver.
Capital and signing
We coordinate the capital-deposit account and the appointment for the public deed, or the certified signatures on the model protocol.
Register application
We assemble the file for the persons the act names: the managing directors, the Repräsentant or the notary, who sign and submit it.
After the entry
We coordinate the UBO report, the share register, the annual accounts and any VAT notice with the licensed trustee.
Standard route or simplified route
Two routes lead to the register. The statute sets the limits of each.
Standard route
The articles are signed by all participants as a public deed, then entered (PGR Art. 390(1)). The file carries the deed, certified articles and the bank certificate.
Simplified route: the limits
At most three members and one managing director, no public deed (Art. 390(5)). The articles follow the Office of Justice template, with certified signatures and no deviation from the law.
Simplified route: the mechanics
The model protocol holds the deed of formation, the managing director's appointment, the audit body or the waiver, and the articles. It comes on paper or electronically.
GmbH and AG at a glance
A GmbH needs CHF 10,000 of capital, an AG CHF 50,000 (Art. 122(1)). If the GmbH will hold shares in other companies, see our holding company service.
How GmbH formation works
No statute or official page sets a time for the whole process, so none is given here. Each step names who acts.
Who acts at each step of a GmbH formation
Client
LFF Heritage Trusts
Licensed trustee and notary
Intake
You send the identity documents and owner details. We check the pack; the licensed trustee performs the identification. Who: client, LFT, licensed trustee.
Articles and route
We set out the firm, seat, object, capital and members. The trustee drafts the articles for the standard or the simplified route. Who: LFT, licensed trustee.
Mandates first
The managing directors, the Repräsentant and the audit body or the waiver are agreed before signing, because the deed records them (HRV Art. 72(1)(e)). The Art. 180a board member is arranged now. Who: licensed trustee, LFT coordinates.
Capital account
The capital is paid in full, and each member's contribution is at least CHF 50 (PGR Art. 391). The bank issues the certificate and decides on the account. Who: members, bank.
Deed or protocol
A notary draws up the public deed, or all members sign the model protocol with certified signatures. A deed made abroad by a competent public officer can be accepted (HRV Art. 37(2)). Electronic notarisation is regulated from 1 March 2026; company-deed use is not confirmed. Who: members, notary.
Application and entry
The persons the act names file the deed, articles, bank certificate, founders' declaration and acceptances. The GmbH exists from the entry; the extract is in German. Who: managing directors, Repräsentant or notary; Office of Justice.
UBO report
Due within 30 days of the entry (VwbPG Art. 4(4)(a)). The licensed trustee identifies the owners and reports. Who: licensed trustee.
After entry
The share register is kept and its list filed each January; accounts are filed within twelve months of the balance-sheet date; a VAT notice follows within 30 days of liability. For the books, see bookkeeping for a Liechtenstein foundation or company. Who: company, licensed trustee.
UBO register status: since the cyberattack of 30 July 2026, access to the register is limited and deadlines that cannot be met are suspended, with identification in person in Vaduz from 5 October 2026. The Office of Justice says a missed deadline then carries no administrative-penal liability (newsletter 6/2026); otherwise a failure to report can be fined up to CHF 200,000 (VwbPG Art. 31(2)). Confirm the current position with the trustee.
Unsure whether the simplified route's limits apply to your GmbH?
Tell us how many members and managing directors you plan. We set out which route the statute allows and what each one needs signed.
Documents you will need
- Identity documents and owner details; the licensed trustee names any further papers
- Per member: name, date of birth, nationality, residence, or firm and seat
- Per managing director: the same, with profession, and a written acceptance of office
- Decisions: firm, seat, object, members, who manages, audit body or waiver, balance-sheet date
- Capital of at least CHF 10,000; at least CHF 50 per member, paid in full
- The bank certificate of the capital payment
- Founders' declaration on contributions in kind, or the contribution contracts
- Certified signatures on a written application, and on the model protocol if used
- Apostille or legalisation for a deed signed outside the EEA
- Foreign founding company: register extract or equal proof; translation only if asked
- Instructions for the Art. 180a and Repräsentant mandates
Source: HRV Art. 4(2), 31(2), 37(3), 39, 71, 71a; PGR Art. 122, 391, 394(1).
Requirements and official fees
Official amounts only, with their version date. LFT's own fee is never shown here; pricing on request.
Standard and simplified GmbH routes
Deed
Standard route: Public deed with a notarySimplified route: No public deed, Office of Justice model protocolMembers
Standard route: One or moreSimplified route: At most threeManaging directors
Standard route: As the articles setSimplified route: OneSignatures
Standard route: All participants sign the deedSimplified route: Certified signatures on the protocolBank certificate
Standard route: NeededSimplified route: NeededMinimum capital
Standard route: CHF 10,000Simplified route: CHF 10,000
UBO register access limited since 30 July 2026; deadlines that cannot be met are suspended.
What a GmbH formation requires and what follows after the entry
| Requirement | Rule | Who acts | Source |
|---|---|---|---|
| Minimum capital | CHF 10,000, or EUR or USD 10,000 if the articles enter it in those currencies; the AG minimum is CHF 50,000 | the members | PGR Art. 122(1), (1a) |
| Payment | paid in or brought in in full; each member holds one contribution of at least CHF 50 | the members, through the bank | PGR Art. 122(2), 391(1), (5) |
| Members | one or more natural persons, firms or legal entities | the members | PGR Art. 389(1) |
| Form | public-deed articles plus entry; simplified route for at most three members and one managing director, no public deed | notary; the members | PGR Art. 390(1), (5) |
| Qualified board member | one member of the administration with power to manage and represent meets Art. 180a; exemptions in Art. 180a(3) | licensed trustee | PGR Art. 180a |
| Repräsentant | EEA national permanently resident in Liechtenstein, represents the entity towards the authorities | licensed trustee | PGR Art. 239(1) |
| Audit body | elected in every case; a micro company running a trade in commercial manner may waive the review by unanimous decision | the members; the audit body | PGR Art. 400(1), 1058a |
| Language | register entries in German; supporting documents may be in another language, a certified translation on request | Office of Justice | HRV Art. 4(1), (2) |
| After entry, ownership | UBO report within 30 days of the entry (access limited since 30 July 2026; deadlines that cannot be met are suspended); share register and January list | licensed trustee; managing directors | VwbPG Art. 4(4)(a); PGR Art. 402 |
| After entry, tax and accounts | corporate income tax 12.5 %; minimum income tax CHF 1,800 a year, except a purely commercial trade with an average balance-sheet total of at most CHF 500,000 over three years; accounts filed before the end of the twelfth month after the balance-sheet date; VAT notice within 30 days of liability | licensed trustee; the company | SteG Art. 61, 62(2)-(3); PGR Art. 1122(1); MWSTG Art. 53(1) |
Source: PGR; HRV; VwbPG; SteG; MWSTG; UBO status per the Office of Justice newsletter. VAT: a business is exempt while its yearly turnover from supplies not exempt under Art. 21(2) stays below CHF 100,000, counted in Liechtenstein and abroad (MWSTG Art. 10(2)(a)).
Official register, notary and stamp-duty amounts for a GmbH
| Item | Official amount | Version | Source |
|---|---|---|---|
| Basic fee, first register entry of a GmbH | CHF 700 | 1 August 2024 | GbHr-GebV Anhang 2 B.1(e) |
| Capital surcharge | 0.2 per mille of the capital above CHF 200,000; basic fee at most CHF 10,000 | 1 August 2024 | GbHr-GebV Anhang 2 B.2 |
| Each registered signatory / each registered function | CHF 30 / CHF 20 | 1 August 2024 | GbHr-GebV Anhang 2 B.4 |
| Advance certificate (Vorabbescheinigung) | CHF 600; its use to open the bank account is practice, not law | 1 August 2024 | GbHr-GebV Anhang 2 A.14 |
| Notarial fee, deed creating the capital | 1 per mille up to CHF 500,000, minimum CHF 300; deed fees at most CHF 15,000 | 1 August 2024 | GbHr-GebV Anhang 2 F |
| Register entry of a share transfer | CHF 100 | 1 August 2024 | GbHr-GebV Anhang 2 D.3(g) |
| Notarial fee, share-transfer deed | CHF 200 | 1 August 2024 | GbHr-GebV Anhang 2 F(a)(hh) |
| Deposit of annual accounts | CHF 30 per document with annexes | 1 August 2024 | GbHr-GebV Anhang 2 E.4 |
| Swiss federal issuance duty | 1 %; formation contributions up to CHF 1 million in total are exempt; no amount is stated for a given GmbH | in force 1 January 2024 | StG Art. 6(1)(h), 8(1) |
Source: GbHr-GebV, version of 1 August 2024; Swiss Stamp Duty Act (StG, SR 641.10), applied in Liechtenstein under the customs treaty.
Worked example: at CHF 10,000 of capital there is no capital surcharge, so the register fee is CHF 700 plus CHF 30 per signatory and CHF 20 per function. No total is quoted.
Problems we solve
Five questions founders raise before they sign, and who answers each one.
The bank account comes first
The register file needs the bank certificate of the capital payment, so the account opens before the entry. We prepare the pack; the bank decides and sets its own conditions.
A board member and a Repräsentant
Both are real mandates from a licensed trustee, and Art. 180a must keep being met. For the seat and the contact person every Liechtenstein entity needs, see our registered-office service.
What the register shows
Entries and extracts are in German; supporting documents may stay in another language. The application names every member, and the list filed each January can be inspected by anyone.
Travel to Vaduz
A deed from a competent officer abroad can be accepted, with an apostille or legalisation outside the EEA. For an electronic application the Office of Justice may still ask for presence.
A later sale of shares
A transfer needs a public deed and an entry in the share register, and three quarters' consent unless the articles say otherwise. For a company that already exists, see the ready-made companies page.
Want the mandates, documents and fees checked for your case?
We check three things before anything is signed: the mandates the trustee takes, your document pack, and the official fees for your capital.
Why work with us
Dominik Heeb coordinates your GmbH file with the licensed trustee, from the identification pack to the first January list. We prepare and coordinate; the licensed Liechtenstein trustee named in your engagement letter performs the reserved acts. Every rule on this page names its article and links to the statute.
Frequently asked questions
Do I need to live in Liechtenstein to own or manage a GmbH?
One or more natural persons, firms or legal entities may form a GmbH under PGR Art. 389. The company itself needs a member of the administration who meets Art. 180a and a Repräsentant permanently resident in Liechtenstein. A licensed Liechtenstein trustee can provide both; LFT arranges the mandates and promises none.
Why is a qualified local board member under Art. 180a required, and who arranges it?
Art. 180a(1) requires at least one member of the administration with power to manage and represent to be an EEA national, equal by treaty or a legal person, and to meet the qualification of the article. If the condition ceases, the authority dissolves the entity. A licensed trustee can supply the mandate; LFT arranges 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 (PGR Art. 122(1)), or EUR or USD 10,000 if the articles enter it in those currencies. It must be paid in or brought in in full, and each member's contribution is at least CHF 50. The register file needs the bank certificate, so the account comes first.
Can I form a GmbH remotely, without travelling to Vaduz?
A deed drawn up abroad can be accepted if a competent officer made it; outside the EEA it needs an apostille or legalisation. Electronic notarisation is regulated from 1 March 2026, but company-deed use is not confirmed, and 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?
That is the bank's decision, and neither LFT nor the trustee can promise it. The register file needs the bank certificate of the capital payment, so the account comes before the entry. LFT prepares the document pack and coordinates with the bank; any conditions the bank sets are its own.
How long does formation take?
The Office of Justice commits to no day count for the register entry; it says only that it endeavours to process filings promptly. No statute sets one either, so this page gives none. The steps before the application, such as the bank account and the deed, have no official time either.
Who is liable for the company's debts?
Only the company's assets answer for the company's debts (PGR Art. 415), and each member's liability is limited to a stated amount (Art. 389(2)). Managing directors are a separate case: faulty keeping of the share register exposes them to unlimited joint liability for the damage it causes (Art. 402(3)).
Who actually forms the company and files it, LFT or a licensed trustee?
A licensed Liechtenstein trustee, named in your engagement letter. Forming a company for third parties is a trustee activity under TrHG Art. 2(a). LFT prepares and coordinates the file; the persons the act names, such as the managing directors, the Repräsentant or the notary, sign and submit the register application.
Is a GmbH the same as an LLC?
This page does not compare it with a US LLC, because only Liechtenstein rules are sourced here. A Liechtenstein GmbH is a limited-liability company with a fixed share capital of at least CHF 10,000, and only the company's assets answer for its debts (PGR Art. 389 and 415).
What is the simplified route with the model protocol, and what are its limits?
A GmbH with at most three members and one managing director may be formed without a public deed (PGR Art. 390(5)). The Office of Justice model protocol must be used, the members' signatures are certified and no provision may deviate from the law. The protocol records the managing directors and the audit body or the waiver.
What are the official register and notary fees?
The register's basic fee for the first entry is CHF 700, plus CHF 30 per registered signatory and CHF 20 per function, in the fee ordinance version of 1 August 2024. The notarial fee for the capital deed is 1 per mille up to CHF 500,000, with a minimum of CHF 300. LFT's own fee is on request.
What does the company owe each year?
Corporate income tax is 12.5 % of taxable net income, with a CHF 1,800 minimum unless an exempt case applies. Accounts are filed within twelve months of the balance-sheet date. The UBO report follows within 30 days of the entry; since the cyberattack of 30 July 2026, register access is limited and deadlines that cannot be met are suspended.
How do a GmbH and an AG differ?
Minimum capital is CHF 10,000 for a GmbH and CHF 50,000 for an AG. In a GmbH each member holds one contribution of at least CHF 50, and a share transfer needs a public deed and an entry in the share register. The AG's own rules are on our AG page. LFT does not advise which form fits.
Are the names of the members public?
The register application names every member. Either the members' names are entered, or a member list is kept at the seat; the list filed with the Office of Justice each January can be inspected by anyone. Which route applies to a given company is confirmed with the licensed trustee.
Ready to plan your GmbH?
Call the Wealth Management department on +423 210 0004, Monday to Friday 09:00-17:30 (CET/CEST), or write to info@foundation-liechtenstein.com. LFF Heritage Trusts, Schlossplatz 5, 9490 Vaduz.