Nominee Director in Liechtenstein: Roles, Licence and Register
A company can need a licensed board member, a Repräsentant or shares held in trust. LFT prepares; a licensed trustee named in your engagement letter acts.
- Board member licensed under Art. 180a
- Beneficial owner always recorded
- Reserved acts by a licensed trustee
What's included
For founders, family offices and advisers who need the board and shareholder roles of a Liechtenstein company sorted out, we prepare the file and set out what the registered office of a Liechtenstein entity includes and who provides it. A board mandate under PGR Art. 180a is a reserved trustee activity under TrHG Art. 2(b), so a licensed trustee or a 180a licence holder takes it, never LFT.
Role check
We work out with you which of the three roles your company needs: board member, Repräsentant or nominal shareholder. The licensed trustee confirms.
Identification pack
We collect the identification documents of the client and of the beneficial owner. The licensed trustee performs the identification and verifies the documents.
Engagement letter and mandate
The engagement letter names the licensed trustee and its licence. The trustee, or a 180a licence holder it employs, accepts the board mandate.
Declaration and register papers
We prepare the Art. 180b declaration of each representing board member and the register application. The licensed partner files them with the Office of Justice.
Nominal shareholding
The licensed trustee holds the shares in trust. The beneficial owner, the natural person behind the company, is still reported to the register.
Register report and continuity
We prepare the beneficial-owner report and a plan for the day the licence holder leaves the employer. The trustee reports.
Three roles, three statutes
People search for "nominee director"; Liechtenstein law splits that into three roles, each with its own mandate (Verwaltungsmandat for the board).
Qualified board member, PGR Art. 180a(1)
At least one managing and representing member must be an EEA national, a treaty-equal person or a legal person, holding a Trustee Act licence. 180a licence holders count as equal.
Repräsentant, PGR Art. 239(1)
A separate duty: a permanently resident EEA national who represents the entity towards the authorities. The registered-office page covers this role in detail.
Nominal shareholder, SPG Art. 3(1)(k) no. 5
A service under the due-diligence act. The beneficial owner stays the natural person who ultimately owns or controls the entity, and that person is recorded.
Foundation council, protector and trustee mandates for a foundation are a separate service of this site.
How a board mandate is set up
This page gives no total duration. The statutory times: the FMA decides on a 180a licence within six weeks of the complete application and can extend that period in extraordinary cases; a change of beneficial-owner data is reported within 30 days of knowledge, subject to the register status below.
Client
LFF Heritage Trusts
Licensed trustee
Office of Justice
Say which roles you need
You tell us whether the company needs a board member, a Repräsentant, a nominal shareholder or several; we prepare the role check. Who: client, LFT.
Identification documents
We collect the documents of the client and the beneficial owner; the licensed trustee identifies both and verifies the documents. Who: LFT, licensed trustee.
Engagement letter and mandate
The engagement letter names the licensed trustee and its licence; the trustee, or a 180a licence holder it employs, then accepts the board mandate. Who: client, licensed trustee.
Declaration of no exclusion ground
Each representing natural-person board member of an AG, KAG or GmbH signs the Art. 180b declaration that no exclusion ground exists, filed with the register application. Who: board member, LFT prepares.
Register application and board entry
The licensed partner files the application; we found no statutory day count for the first entry. A later change is filed without delay (PGR Art. 965(1)). The Office of Justice may ask for a certificate and must refuse the entry if the declaration is missing. Who: licensed trustee, Office of Justice.
Nominal shareholding
The trustee holds the shares in trust. Assigning GmbH shares needs a public deed (PGR Art. 403), also for a ready-made Liechtenstein company transferred to a new owner set up as a GmbH. Who: licensed trustee.
Beneficial-owner report
Through its trustee, the entity reports its natural-person owner within 30 days of its entry and any change within 30 days of learning of it (VwbPG Art. 4(4) and (5)). Who: licensed trustee.
Continuity plan
The 180a licence is personal and lapses after six months if the holder leaves the employer and takes no new employment, unless the FMA extends that period; we plan the replacement in advance. Who: LFT, licensed trustee.
Register status: after the cyberattack of 30 July 2026 the beneficial-owner register is in limited use, access requires identification in person in Vaduz, and deadlines that cannot be met remain suspended, per the Office of Justice notice. Confirm the current position with the trustee.
Not sure which role your company needs?
Tell us about the company and its owners. We set out the roles, documents and register steps for the licensed trustee.
Documents you will need
- Identification documents of the client
- Identification documents of the beneficial owner, a natural person
- The engagement letter naming the licensed trustee and its licence
- For a nominal shareholding, the agreement with the licensed trustee
- The Art. 180b declaration of each representing natural-person board member of an AG, KAG or GmbH
- If the Office of Justice asks: a certificate of capacity or criminal record extract
Requirements and official fees
The register and FMA amounts are statutory fees, not the price of a mandate; pricing on request. For scale, the FMA list of 31 December 2024 counted 196 persons with a 180a licence, 126 trustees and 219 trust companies.
What each register shows
What it records
Commercial register: The board member entryBeneficial-owner register (VwbP): The natural person who ultimately owns or controls the entityGmbH share register: The share transferStatus
Commercial register: A later change is filed without delayBeneficial-owner register (VwbP): Extracts have no public faith; access limited since 30 July 2026GmbH share register: Effective once notified and entered
What the law sets, by role and duty
| Role or duty | What the law sets | Article | Who acts |
|---|---|---|---|
| Qualified board member | At least one managing and representing member is an EEA national, a treaty-equal person or a legal person, with a Trustee Act licence; 180a licence holders are equal | PGR Art. 180a(1) and (2) | Licensed trustee or 180a licence holder |
| Exemption | Entities that need a managing director under the Trade Act or a special act, or are supervised by an authority; not foundations under Art. 552 § 29 supervision | PGR Art. 180a(3) | Licensed trustee confirms |
| Individual 180a licence | Personal, tied to employment with a trustee-authorised employer; lapses after six months without a new employment unless the FMA extends; FMA decision within six weeks of the complete application, extendable in extraordinary cases | 180a Supervision Act Art. 3(2), 4(1)(d), 7(4), 13(2) | FMA |
| Exclusion grounds | No lack of legal capacity, and no conviction for a wilful insolvency offence or for a listed fraud or similar offence with an unconditional prison sentence of at least one year; five years from the final judgment for the conviction ground; applies to representing members of an AG, KAG or GmbH; declaration with the filing | PGR Art. 180b(1) to (4) | Board member declares |
| Repräsentant | A permanently resident EEA national who represents the entity towards the authorities, or a domestic legal person that appoints one | PGR Art. 239(1) and (2) | In practice the licensed trustee |
| Nominal shareholder | A due-diligence service; a higher-risk factor; enhanced due diligence where the risk assessment finds a higher risk | SPG Art. 3(1)(k) no. 5, Annex 2, Art. 11(1) | Licensed trustee |
| Beneficial-owner update | Within 30 days of knowledge; deadlines that cannot be met because of the limited register are suspended, without administrative-penal liability (Office of Justice notice); otherwise a fine up to CHF 200,000 | VwbPG Art. 4(5), 31(2) | The entity, through its trustee |
| Board change | Filed without delay, no day count | PGR Art. 965(1) | Licensed partner |
| AG board size | At least three members from CHF 1 million of share capital, unless the AG only has its seat in Liechtenstein or manages assets and does no other business there | PGR Art. 344(2) | Founders, licensed trustee |
Source: PGR, 180a Supervision Act, SPG, VwbPG; register status per the Office of Justice notice.
Statutory fees for a board mandate (not a price of LFT or the partner)
| Item | Amount | Source and version |
|---|---|---|
| Register entry of a board member, change or deletion, existing company | CHF 40 | GbHr-GebV Annex 2 D.3(n), version 1 August 2024 |
| Function entry at formation | CHF 20 | GbHr-GebV Annex 2 B.4, version 1 August 2024 |
| FMA fee for granting a 180a licence | CHF 2,000 | FMAG Annex 1 |
| FMA annual basic levy for a 180a licence holder | CHF 750 a year | FMAG Annex 2 IV.E.1 |
Source: GbHr-GebV, FMAG. The statute does not say who bears the FMA amounts in a mandate. No total is given; LFT and partner fees are on request.
Problems we solve
The register still shows the owner
A board member or a nominal shareholder is not the beneficial owner. The natural person who ultimately owns or controls the entity is recorded, and extracts have no public faith. We prepare the report; the trustee reports.
The licensed member can leave
The 180a licence is personal and lapses after six months if the holder leaves a trustee employer and takes no new employment, unless the FMA extends. Read how a change of director in a Liechtenstein company is filed.
A board member is an organ, not a name
Management belongs to all board members unless provided otherwise, and organs are liable to the entity for damage caused intentionally or negligently. The trustee confirms what that means for you.
Exclusion grounds can end a mandate
A wilful insolvency offence, or a listed fraud offence with an unconditional sentence of at least one year, excludes a person for five years from the final judgment. A ground arising after the entry means resigning or giving up the power of representation, and deleting the entry.
The owner register runs in limited mode
After the cyberattack of 30 July 2026 the register was closed to external users. Operations resumed on 5 October 2026 with identification in person in Vaduz; deadlines that cannot be met remain suspended.
Want the mandate and the register steps checked for your company?
Send us the company's current board and shareholder setup. We check the mandate and register steps and pass them to the licensed trustee.
Why work with us
Dominik Heeb, our corporate files lead in Vaduz, prepares the register papers. We prepare, check and coordinate; the licensed trustee named in your engagement letter takes the mandates and files. This page claims no substance, bank account, permit or tax result.
Frequently asked questions
Does a nominee director 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, and that person is recorded in the register of beneficial owners. Extracts have no public faith, which is not secrecy. Access has been limited since the cyberattack of 30 July 2026; confirm the position with the trustee.
Can anyone act as a qualified board member, or must the person be licensed?
The qualified board member must hold a licence. At least one board member who manages and represents needs a Trustee Act licence, and a licence under the 180a Supervision Act is treated as equal (Art. 180a). Acting without the licence is an offence. A licensed trustee, named in your engagement letter, takes the mandate.
What happens if the licensed board member leaves their employer or loses the licence?
The 180a licence is personal and tied to full-time employment with an employer authorised to act as trustee. It lapses after six months without a new employment unless the FMA extends that period. A board change is filed without delay, and if the Art. 180a condition stops being met, dissolution ex officio is a ground (Art. 971).
Does the board member run the company or take liability for my decisions?
A board member is a board member in the legal sense, not a name on paper. Management belongs to all members of the board unless otherwise provided or ordered by resolution of the competent organ, and company organs are liable to the entity for damage caused intentionally or negligently. The trustee confirms what that means for you.
What does a board mandate cost?
No price is stated here; LFT's fee and the licensed trustee's fee are on request. Official amounts: CHF 40 to enter a board member on an existing company (register, version of 1 August 2024), CHF 2,000 for an FMA licence, CHF 750 a year in levy. The statute does not say who bears the FMA amounts.
Is a licensed board member enough, or does the company also need a Repräsentant?
A board member covers one duty only. The Repräsentant is a separate duty: a permanently resident EEA national who represents the entity towards the authorities (Art. 239). This page claims no rule on substance and promises no bank account, permit or tax result; the licensed trustee confirms what your company needs.
Does a nominee shareholder remove me from the register of beneficial owners?
No. A nominal shareholder is a service-provider function under the due-diligence law, and the beneficial owner stays the natural person who ultimately owns or controls the entity. Companies with nominal shareholders are a higher-risk factor. Changes are notified within 30 days of the entity learning of them; deadlines the limited register makes impossible to meet are suspended.
What do I sign with a nominee shareholder, and who holds the shares?
You sign an agreement with the licensed trustee, which holds the shares in trust; the agreement type is set in your engagement letter. A GmbH share transfer is effective only if notified to the members and entered in the share register, and the assignment needs a public deed (Art. 403). Nothing is said on AG shares.
Why does "nominee director" mean three different things in Liechtenstein?
Because the law keeps three roles apart. The qualified board member holds a Trustee Act licence or an equal 180a licence (Art. 180a); the Repräsentant is a permanently resident EEA national towards the authorities (Art. 239); the nominal shareholder is a due-diligence service provider.
Who must be on the board of a Liechtenstein AG or GmbH, and are any companies exempt?
At least one board member who manages and represents must meet Art. 180a(1). Entities needing a managing director under the Trade Act or another special act, or supervised by an authority, are exempt, but not foundations under Art. 552 § 29 supervision. An AG with share capital of at least CHF 1 million needs a board of at least three members, with exceptions.
Can a person with a criminal record be a board member?
Not with a listed offence. A person lacking legal capacity, or convicted of a wilful insolvency offence or a listed fraud offence with an unconditional sentence of at least one year, cannot be a representing board member of an AG, KAG or GmbH; the five years run from the final judgment (Art. 180b). Comparable EEA-state grounds also exclude.
How is the board member different from the Repräsentant?
The board member manages and represents the company and must meet Art. 180a. The Repräsentant is a separate duty under Art. 239: a permanently resident EEA national who represents the entity towards the authorities. The registered-office page covers the Repräsentant in detail, and each duty comes with its own mandate.
Can a trademark be held by a nominee?
No statute on nominee holding was found for a trademark registered with the Liechtenstein Office of Economic Affairs. An agent filing the proprietor's mark in its own name without consent is a ground against it, unless the agent justifies the conduct (Art. 3(1)(d)); a party outside Liechtenstein, the EEA and Switzerland needs a Liechtenstein lawyer or patent attorney (Art. 39).
What does LFT do itself, and what does the licensed trustee do?
LFT prepares, checks and coordinates: the role check, the identification pack and the declaration and register papers. The licensed Liechtenstein trustee, named in your engagement letter, identifies the client, takes the board or shareholder mandate and files with the register. LFT is not a board member, shareholder or trustee, and does not file.
Ready to plan your board mandate?
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.