Commercial Register (Liechtenstein)
The commercial register is a public register in the Principality of Liechtenstein with public faith . This primarily serves to ensure the legal security of trade by disclosing the private law relationships to companies.
Until January 31, 2013, it was called the Public Register. The commercial register has been part of the Office of Justice since February 1, 2013 .
The commercial register in Liechtenstein enjoys public faith, provides information about the essential legal and economic circumstances of business people and companies and can in principle be viewed by anyone. Entries in the commercial register therefore enjoy comprehensive protection of traffic and trust.
Legal bases
The establishment and management of the commercial register is regulated in personal and company law (Art 944 ff PGR) as well as in the Commercial Register Ordinance (HRV).
In the commercial register there is the principle of company exclusivity , according to which a new company name in the same place must be clearly different from an existing one so that confusion is excluded.
Persons subject to registration
The following are registered in the commercial register (Art 42 ff HRV):
- Sole proprietorship (Art 53 HRV),
- Collective or open companies (Art 54 HRV),
- Stock corporations (Art 55 ff HRV, Art 70a HRV),
- Companies with limited liability (Art 71 ff HRV),
- Cooperatives (Art 77 ff HRV, Art 81a HRV),
- Mutual insurance association and relief fund (Art 82 f HRV),
- Institutions (Art 84 ff HRV),
- Foundations (Art 89 ff HRV),
- Associations (Art 92 f HRV),
- Other members of the association and institutions (Art 94 HRV),
- Community (Art 95 f HRV),
- Fiduciary relationships (Art 99 ff HRV),
- registered trust companies (Art 101 f HRV),
- Branch office (Art 103 ff HRV),
- Public law trades (Art 110 HRV),
- European economic interest groups (Art 111 ff HRV).
Aim and principle of publicity
The commercial register is a (relatively) public register with public faith.
The primary goal is to guarantee legal security in commercial transactions by disclosing the private law relationships.
Since January 1, 2017, all legal forms entered in the commercial register can be viewed in the commercial register file, even without a legitimate interest having to be substantiated. Until December 31, 2016, only persons who could substantiate a legitimate interest in inspecting the commercial register were granted inspection and copies of the entries were handed over. With regard to stock corporations, limited partnerships and companies with limited liability, this restricted inspection or copying on written request did not apply before December 31, 2016.
In the case of foundations and trusts that are not entered in the commercial register, the domestic representative has been announced since January 1, 2017, provided that a legitimate interest can be demonstrated. Inspection, excerpts, transcripts or certificates of deposited files and documents (especially with regard to the deposit of foundation documents, loyalty statutes and the like) can only be obtained by the person who deposited these documents himself or if he / she issues an authorization to do so. There is no general right of inspection and information in the Liechtenstein commercial register for foundations and trusteeships (restricted disclosure principle).
Extracts from the commercial register are only issued in certified form (subject to a fee).
Limitations on Foundations and Trustees
Foundations, trusteeships and trusts are almost entirely excluded from inspection in the commercial register (Art 955a in conjunction with 990 PGR ). Art 91a HRV standardize on this: "With the exception of the announcement of the current status, no information of any kind may be disclosed to third parties about a foundation that is not entered in the commercial register." Art 100a HRV also includes all fiduciary relationships in the restriction of the principle of disclosure of the Liechtenstein commercial register.
According to Art 91a Para. 1 and 100a Para. 1 HRV, the Office of Justice may therefore only appoint the representative or authorized recipient of a foundation or trusteeship
- the founder himself (personally) or his universal successor
- a domestic law enforcement agency,
- the FIU and
- the Liechtenstein Financial Market Authority
announce. According to Art 91a Para. 2 and 100a Para. 2 HRV, however, the Justice Office of the Liechtenstein Tax Administration may pass on all information known to it as well as stored documents about foundations and trusts. The forwarding of documents from third parties via the Office of Justice to the representatives or agents of a foundation known to it is not provided for by law and therefore not possible.
Since a large number of establishments under private law were established in trust (so the economic founder does not appear), around 75 to 85% of the entries in the Liechtenstein commercial register are not accessible to the public.
See also: Liechtenstein Foundation Supervision by the Office of Justice .
tasks
The main tasks are:
- the registration of companies , foundations, institutions, trusts, funds, etc.
- Filing of documents relating to foundations,
- Trust / settlement and other documents,
- Implementation of public notarizations,
- Company inquiries (name),
- Statutory notices,
- various official business, such as checking compliance with various regulations (submission of balance sheets, etc.), relocation of headquarters, audits and preliminary audits,
- Keeping the Art 180a PGR list,
- Various exams,
- Compliance with the declaration obligation according to Art 128b PGR,
- Data collection according to Art 988 PGR,
- Monitoring compliance with the prohibition of deception in accordance with Art 989 PGR,
- Relocation of headquarters to Germany and abroad.
publication
The entries in the commercial register are published with their entire content without delay by the Office of Justice in the official publications, unless a partial or partial announcement is required by law or regulation.
The Liechtensteiner Volksblatt and the Liechtensteiner Vaterland act as official publications .
For domiciliary companies , notices do not always or completely need to be made in the official publications. The above-mentioned exception applies in Liechtenstein to a large number of entries by stock corporations, limited liability companies, limited partnerships, foundations, trust companies, trusts, etc.
Registered legal forms in the commercial register
The development of the number of individual legal entities in the Liechtenstein commercial register has been consistently negative since 2000. In the period from 2000 to January 1, 2017, around 52,000 types of company were deleted from the register (-62%). If this development continues, as in the years 2009 to 2016 and with 4200 deletions of companies annually in the future (2016), the number of companies registered in Liechtenstein as in 1945 will be reached by 2025 at the latest. While it took 55 years to build up to a high of around 84,000 registered corporate forms, the reduction to the level of 1945 would be achieved in just 25 years if the tendency towards deletions continued.
Development of the number of companies in Liechtenstein | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1000
|
10,000
|
53000
|
84000
|
78907
|
73856
|
64951
|
58391
|
52973
|
46388
|
41137
|
36307
|
32035
|
28428
|
27053
|
|||||||||||||||
1945 | 1963 | 1983 | 2000 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 |
legal form | As of January 1, 2009 | As of January 1, 2010 | As of January 1, 2011 | As of January 1, 2012 | As of January 1, 2013 | As of January 1, 2014 | As of January 1, 2015 | As of January 1, 2016 | As of January 1, 2017 | As of January 1, 2018 | As of January 1, 2019 | Change in 2009/2018 |
---|---|---|---|---|---|---|---|---|---|---|---|---|
one-man business | 487 | 497 | 576 | 614 | 541 | 544 | 542 | 524 | 534 | 543 | 549 | + 12.8% (+62) |
societies | 166 | 203 | 216 | 232 | 254 | 260 | 269 | 286 | 297 | 326 | 340 | + 105% (+174) |
European Cooperative Society ( SCE ) | 0 | 0 | 1 | 1 | 1 | 2 | 3 | 5 | 6th | 5 | 5 | + 500% (+5) |
Public companies | 7518 | 7266 | 6953 | 6573 | 6276 | 6046 | 5793 | 5483 | 5291 | 5057 | 5054 | −32.77% (-2464) |
European stock corporations ( SE ) | 3 | 4th | 4th | 5 | 5 | 6th | 6th | 9 | 9 | 11 | 13 | + 330% (+10) |
GmbH | 89 | 91 | 92 | 114 | 135 | 161 | 178 | 197 | 232 | 345 | 501 | + 463% (+412) |
Institutions under private law | 14578 | 13835 | 12721 | 11486 | 10535 | 9423 | 8424 | 7540 | 6636 | 6031 | 5673 | - 61.09.% (-8905) |
Foundations and trusteeships and other legal forms as well as branches of foreign companies. | 56066 | 51960 | 44388 | 39366 | 35361 | 29946 | 25922 | 22263 | 19030 | 16110 | 14918 | - 73.39% (-41,148) |
Total | 78907 | 73856 | 64951 | 58391 | 52973 | 46388 | 41137 | 36307 | 32035 | 28428 | 27053 | - 65.715% (-51854) |
Trend compared to the previous year | -5051 | -8905 | -6560 | -5418 | -6585 | -5251 | -4830 | -4272 | -3607 | -1375 |
Note : The figures in the current annual report are from December 31st. every year on 1.1. next year inconsistent and will obviously be corrected in each subsequent government report . These figures for the current year are therefore only provisional. On the basis of a small inquiry from MP Harry Quaderer in October 2012, government councilor Aurelia Frick informed that "due to the ongoing re-entry of old tabs (...) legal entities are continuously being entered and removed from the commercial register database ". " These changes in the stock number are not listed as a» new establishment «or» deletion «, as the process did not take place in the current year. As a result, the stock number on December 31st does not match the number on January 1st of the following year . "
History (overview)
year | event |
---|---|
1866 | Introduction of the General German Commercial Code in the Principality of Liechtenstein (ADHGB), LGBl. 10/1865. The regional court is responsible for keeping the "commercial register". |
1926 | Introduction of personal and company law (PGR), LGBl. 4/1926. The "Public Register" is thus introduced. The various registers that have existed so far will be merged. Management of the register by the government, supervision by the higher court. |
2000 | Merging of the previously independent land registry and public register office to form the land and public register office . Government oversight. |
2001 | PGR amendment (LGBl. 279/2000). Expansion of the area of activity of the land and public register office. |
2002-2003 | Relevant revision of the public register law: |
2004 | Commissioning of the electronic register solution (electronic register management) at the public register on June 28th. |
2013 | On February 1, 2013, the name “Public Register” was changed to “Commercial Register” and incorporated into the Office of Justice . |
Company index
In the company index of the Liechtenstein commercial register, registered companies can view partial excerpts of the data entered in the commercial register and other legal facts free of charge, as well as a certified full extract from the commercial register for a specific company (only limited or partially excluded for foundations , trust companies and trusts ) Fee can be ordered.
Contact
Office of Justice (AJU)
Äulestrasse 70
P.O. Box 684
9490 Vaduz
See also
- Trade register in Liechtenstein
- Central register of persons in Liechtenstein
Web links
- Liechtenstein State Administration - Commercial Register
- Legal texts Liechtenstein
- Accountability report 2013 (government, courts, national accounts etc. in Liechtenstein)
- Online query company index
Sources and References
- ↑ Law of 23 November 2012 on the merging of the land and public register office and the victim support office into one office for justice, LGBl 6/2013. Newsletter 6 of November 30, 2012 ( page no longer available , search in web archives ) Info: The link was automatically marked as defective. Please check the link according to the instructions and then remove this notice. Point 3, of the Liechtenstein land register and public register.
- ^ Ordinance of February 11, 2003 on the Commercial Register (HRV), LGBl 66/2003. HRV was largely from the Swiss Commercial Register Ordinance (SR 221,411) rezipiert .
- ↑ Article 1016 PGR.
- ↑ Article 953 PGR.
- ↑ Art 953 Paragraph 1 and Paragraph 3 PGR.
- ↑ Art 953 para. 4 PGR old version
- ↑ Article 955a Paragraph 1 PGR
- ↑ Art 953 para. 5 PGR - repealed by LGBl 402/2016. However, see the decision VGH 2015/060 of July 20, 2015, by which the inspection, issuing of extracts, copies or certificates of deposited files and documents (in particular with regard to the deposit of foundation documents, loyalty statutes and the like) is greatly relativized, if not impossible at all.
- ↑ Ordinance of February 11, 2003 on the Commercial Register (Commercial Register Ordinance; HRV), LGBl 66/2003.
- ↑ See decision VGH 2015/060 of July 20, 2015 for a restrictive interpretation.
- ↑ Liechtenstein Legal Journal , VGH, LES 2015, 191 ff.
- ↑ The decision VGH 2015/060 of July 20, 2015 appears to have "opened up" Art 91a HRV for beneficiaries and authorized persons of the founder, but this is not the case on closer inspection of the judgment.
- ↑ As part of the preliminary examination, drafts of deeds and documents that are suitable as evidence for an entry are subjected to an examination by the commercial register in accordance with Art 966 PGR (Art 966 Para. 1 PGR). Legal questions in connection with the entry in the commercial register can also be examined (Art 966 para. 2 PGR). Compliance with accounting regulations (Art 1130 PGR)
- ↑ Art 956 PGR. As of March 10, 2013.
- ↑ Amendment by LGBl. 2010 No. 352: now since 2010, legal persons who do not operate a commercial business (heading to Art 957 PGR). This also includes most foundations, trusts and trusts.
- ↑ Art 957 PGR. For example, collective trusteeships are published on the website of the Liechtenstein Investment Fund Association.
- ↑ Source: Government of the Principality of Liechtenstein, Annual Report 2009, page 360, Vaduz 2010; Government of the Principality of Liechtenstein, Annual Report 2010, page 318, Vaduz 2011; Government of the Principality of Liechtenstein, Annual Report 2012, page 319/320, Vaduz 2013; Government of the Principality of Liechtenstein, Annual Report 2014, page 263, Vaduz 2015; Accountability report 2015, p. 253, Vaduz 2016; Annual report 2016 , p. 258, Vaduz 2017, Annual report 2018, p. 130, Vaduz 2019. The overview below for the year 2010 is available on the GBOERA website ( Memento of the original from November 13, 2012 in the Internet Archive ) Info: The archive link was used automatically and not yet checked. Please check the original and archive link according to the instructions and then remove this notice. . The table published by the government for the year 2009/2010 differs significantly from the table 2010/2011 with regard to the values and contains calculation errors.
- ↑ The data before 2000 are largely estimates and projections.
- ↑ Also includes collective trusteeships ( investment funds )
- ↑ MINUTES OF THE PUBLIC LAND DAY MEETING OF 24./25. OCTOBER 2012, PART 1, approved in the state parliament session on December 19, 2012, accessed on January 25, 2013 at: [1]
- ↑ MINUTES OF THE PUBLIC LAND DAY MEETING OF 24./25. OCTOBER 2012, PART 2, approved in the state parliament session on December 19, 2012, accessed on January 25, 2013 under: [2]