Personal and company law

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Basic data
Title: Personal and company law
Abbreviation: PGR
Type: Law (Liechtenstein)
Scope: Liechtenstein
Legal matter: Personal law , company law , register law , securities law
Issued on: January 20, 1926
Entry into force on: February 19, 1926
Last change by: LGBl. 2009 No. 268
Please note the note on the applicable legal version.

Liechtenstein Personal and Company Law (PGR) came into force on February 19, 1926. The PGR was supplemented in 1928 by the Law on Trust Companies (TrUG).

It is one of the few relatively genuine Liechtenstein laws. In addition to property law (1923), it was regarded as part of the Liechtenstein Civil Code (ZGB) to be created, which was intended to replace the civil laws that had previously been in force in Liechtenstein and were largely adapted from Austria .

history

With Liechtenstein's economic, tax, political and other turn to Switzerland at the beginning of the 1920s, the plan for a new Liechtenstein Civil Code (FL-ZGB) was also considered. The law of persons and companies forms the third book of the originally planned new Liechtenstein Civil Code. The concept of the new FL-ZGB from the 1920s was to consist of five separate parts:

  • Property law (SR),
  • Code of Obligations (OR),
  • Personal and Company Law (PGR),
  • Family Law (FamR) and
  • Inheritance law (ErbR).

"The project of a Liechtenstein civil code has not yet been completed after property law, personal and company law in the 20s and marriage law in the 90s of the last century and newly enacted in separate statutes."

Due to many European legal requirements by the EEA , a complete adoption of Swiss law since 1995 (accession of Liechtenstein to the EEA) is no longer possible en bloc.

editorial staff

The PGR was completed after almost four years of work by Wilhelm Beck and Emil Beck and submitted to the State Parliament of the Principality of Liechtenstein and by the latter on November 5, 1925 on the basis of Art. 2, 14, 27, 38, 41, 66, Paragraph 1 of the Liechtenstein National Constitution largely unchanged.

Motifs

With the creation of the Personal and Company Law (PGR), the Liechtenstein legislature endeavored to attract above all foreign investors through a liberal company law who were supposed to bring work and prosperity through the establishment of companies in Liechtenstein.

For example, up to 1980, in accordance with Art 629 PGR, every association person recognized under foreign law could also be established in Liechtenstein by means of a public document. As a result, the possible corporate forms in Liechtenstein were theoretically (almost) unlimited.

The concept of the Liechtenstein legislature, viewed retrospectively, in connection with a liberal tax law , worked completely and has brought work and prosperity . Some of the established by the PGR legal institutions, however, have found little spread and the emphasis in practice has focused on five types of company (soon corporation , institution , foundation , trusteeship , trust company focused).

Practical relevance of a very liberal corporate law

In practice, the foundation and the establishment under private law have proven their worth.

“These are the instruments that interested foreigners use, as well as the stock corporation, institutions under private law and the trust (trusteeship), the instrument for those who have their place of residence or branch in the Principality of Liechtenstein.

The legal forms: limited partnership, share company or limited liability company , cooperative, mutual insurance associations and auxiliary funds, simple partnership, general partnership, limited partnership without legal personality, occasional partnership, silent partnership, communal society, have, in addition to those already canceled Legal institutions such as B. the sole proprietorship with limited liability, one-man association person or institution-like corporations in the past eighty years has not found widespread use.

This can partly be derived from the legal form itself, which overlaps with others and is more inflexible in its application than others (e.g. the investment company compared to the establishment under private law), partly from the spatial limitation of the country (e.g. with regard to mutual insurance associations or cooperatives). "

criticism

Due to the multiple references, back references and cross references in the PGR, it is not easy for the user of the law to recognize or understand the current validity and scope of a certain standard in the PGR. Franz Gschnitzer referred to the PGR as a “ mollusc-like mollusc ” because of these multiple, cross-referencing and re-referencing , as the will of the legislature can in part hardly be deduced from the norm.

The Liechtenstein legislature has not made a sharp distinction between legal terms. Almost consistently z. B. in the PGR the company is referred to as " company ".

Structure of the PGR

  • Art 1 to 8 introduction
  • Art 9 to 105 Natural persons
  • Art 106 to 245 general regulations ( legal persons )
  • Art 246 to 260 The clubs
  • Art 261 to 367 The public limited company
  • Art 368 to 374 The limited partnership
  • Art 375 to 388 The joint stock company
  • Art 389 to 427 The limited liability company
  • Art 428 to 495 The cooperative
  • Art 496 to 533 The mutual insurance associations and the auxiliary funds
  • Art 534 to 551 Institutions and foundations
  • Art 552 (§§ 1 to 41) The foundations
  • Art 553 to 570 (repealed)
  • Art 571 to 589 Public Corporations
  • Art 590 to 613 Mortgage Institutions and Licensed Insurance Companies (repealed)
  • Art 614 to 648 Other members of the association
  • Art 649 to 679 Common provisions for legal communities
  • Art 680 to 688 The simple society
  • Art 689 to 732 The general partnership (open company)
  • Art 733 to 755 The limited partnership
  • Art 756 to 767 The casual society
  • Art 768 to 778 The silent society
  • Art 779 to 793 The community
  • Art 794 to 833 The Heimstätten and Fideikommisse
  • Art 834 to 896a The sole proprietorship with limited liability (repealed)
  • Art 897 to 932 Trusteeships (Salmannenrecht)
  • Art 932 a (§§ 1 to 170) The trust company (the business trust)
  • Art 933 to 943 The simple legal community
  • Art 944 to 1010 The commercial register
  • Art 1011 to 1044 The companies
  • Art 1045 to 1139 accounting
  • Final department
    • Sections 1 to 72a Introductory and Transitional Provisions
    • Sections 73 to 153 The securities
    • §§ 154-157 The change order

literature

Web links

Sources and References

  1. Person and company law (PGR), law of January 20, 1926, LGBl No. 4 of February 19, 1926
  2. Law on Trust Companies of April 10, 1928, LGBl. 1928 No. 6. Incorporated into Art 932a, Sections 1 to 170 PGR
  3. ^ Customs union - See treaty of March 29, 1923 on the connection of the Principality of Liechtenstein to the Swiss customs area, LGBl. 24/1923.
  4. See for example: Contract between the Principality of Liechtenstein and the Swiss Confederation regarding VAT in the Principality of Liechtenstein, LGBl. 30/1995.
  5. Switzerland has been responsible for representing Liechtenstein interests abroad since 1920 and for many decades (see LLA V 143/0642). A very important cooperation was and is in the area of ​​aliens law - see for example: Agreement between the Principality of Liechtenstein and Switzerland on the handling of the aliens police for third-party foreigners in the Principality of Liechtenstein and on cooperation in the aliens police, LGBl 39/1963. Other agreements with Switzerland regulate important areas of life such as inheritance law, old-age, survivors' and disability insurance, therapeutic products, health and accident insurance, the establishment of doctors, tax legislation, training, etc.
  6. See for example: Agreement between the Principality of Liechtenstein and the Swiss Confederation on mutual aid in the event of disasters or serious accidents, LGBl. 205/2006 or agreement between the Government of the Principality of Liechtenstein and the Swiss Federal Council on the allocation of organs for transplantation, LGBl . 59/2010, etc.
  7. See also: Brief report on personal and company law , 1928, 6f. The General Civil Code ( ABGB ) and the General German Commercial Code (ADHGB) of the German Confederation , largely adopted from Austria, are still in force in Liechtenstein.
  8. ^ Antonius Opilio : Working Commentary on Liechtenstein Property Law , Volume I, S 39, EDITION EUROPA Verlag, 2009, ISBN 978-3-901924-23-1 . See also the note in Art. 7 Para. 3 SchlT SR on the continued validity of the ABGB with regard to the calculation of deadlines for the acquisition "until the revision of the law of general obligations" .
  9. Reception (law) - adoption of legal provisions from other countries.
  10. 1885–1936, main editor of the PGR, assisted in the creation of the state constitution in 1921, member of the state parliament and president of the state parliament (1932–1935).
  11. 1888–1973, assistant to Prof. Eugen Huber , secretary of the commission of experts for the revision of the second part of the Swiss Code of Obligations, President of the Liechtenstein Supreme Court (1922–1930), President of the State Court (1925–1930).
  12. See the protocol of the Landtag of November 4, 1925, 4 ff and 15.Short report on personal and company law, 1928, 6 ff, 10.
  13. Repealed by LGBl 1980 No. 39.
  14. With the repeal of Art 629, 647 and 648 PGR, there is now a numerus clausus of the domestic legal forms of private law associations in Liechtenstein . For comparison: the Swiss Civil Code only knows six legal entities ( association , foundation , stock corporation , limited partnership , GmbH , cooperative ) and the decisions of the federal court (e.g. BGE 104 Ia 445 E.4c) have also established that it is this is a closed number.
  15. The Liechtenstein Tax Act , Law on State and Municipal Taxes, LGBl. 1961 No. 7, exempted financing, domiciliary and holding companies from income taxes for a long time and only a low capital tax was applied.
  16. In July 2006, according to information from the Liechtenstein land and public register (now the Office of Justice ), around 55,000 foundations were registered or deposited (Germany approx. 7,500).
  17. In July 2006, according to information from the land register and public register (now the Office for Justice ), 55 limited partnerships were registered.
  18. According to information from the land and public register, 83 GmbH (= 337 E / GmbH) were registered in July 2006. For comparison: 104,075 (on May 24, 2006) GmbH were registered in Austria. In relation to the population (8,500,000: 28,500 = 298 E / GmbH) that is around 4.2 GmbH per inhabitant more than in Liechtenstein. In 2004 there were exactly 452,955 GmbH registered in Germany. In relation to the population, this means 181 E / GmbH.
  19. Art 834 to 896a repealed by LGBl 1980 No. 39.
  20. Art 614 to 646 repealed by LGBl 1980 No. 39.
  21. Art 647 and 648 repealed by LGBl 1980 No. 39.
  22. Mixed forms of companies, e.g. B. the GmbH & Co KG are according to information from the Liechtenstein land and public register a "handful" registered (July 2006).
  23. ^ Quote from: Anton Schäfer: Institutions under public law in Liechtenstein . Rz 2, EDITION EUROPA Verlag, 2007, ISBN 978-3-901924-26-2 .
  24. ^ In memorial for Ludwig Marxer, 44. See also Anton Schäfer, Institutions under public law in Liechtenstein , margin no. 18 f, EDITION EUROPA Verlag, 2007, ISBN 978-3-901924-26-2
  25. Until February 1, 2013, the commercial register in Liechtenstein was called the public register .