Commercial Register (Liechtenstein)

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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):

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

Web links

Sources and References

  1. 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 archivesInfo: 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.@1@ 2Template: Dead Link / www.llv.li  
  2. ^ 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 .
  3. Article 1016 PGR.
  4. Article 953 PGR.
  5. Art 953 Paragraph 1 and Paragraph 3 PGR.
  6. Art 953 para. 4 PGR old version
  7. Article 955a Paragraph 1 PGR
  8. 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.
  9. Ordinance of February 11, 2003 on the Commercial Register (Commercial Register Ordinance; HRV), LGBl 66/2003.
  10. See decision VGH 2015/060 of July 20, 2015 for a restrictive interpretation.
  11. Liechtenstein Legal Journal , VGH, LES 2015, 191 ff.
  12. 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.
  13. 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)
  14. Art 956 PGR. As of March 10, 2013.
  15. 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.
  16. Art 957 PGR. For example, collective trusteeships are published on the website of the Liechtenstein Investment Fund Association.
  17. 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. @1@ 2Template: Webachiv / IABot / www.llv.li
  18. The data before 2000 are largely estimates and projections.
  19. Also includes collective trusteeships ( investment funds )
  20. 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]
  21. 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]