Guidelines for the Incorporation of a General Partnership in Liechtenstein - Procedures, Preparations, and Key Considerations

Josef Bergt
2023

The incorporation process of a General Partnership (“Kollektivgesellschaft” in German) in Liechtenstein, also known as an Open Society or Open Trading Company, involves a number of essential steps and careful planning. This article provides a guide to the various aspects that need to be considered while undertaking this process.

Before registration of the General Partnership into the commercial register, several crucial steps need to be carried out. These steps include company formation, creation of a draft partnership agreement, considerations around waiving the auditory review process, determination of authorized partners for representation, drafting of the registration letter, acquisition of potentially necessary permits, and preparation of supporting documents to be submitted.

Formation

General partnerships have the liberty to decide on their company name, subject to certain restrictions. It is essential that the selected name is not already registered in the commercial register. The company name must include the unabbreviated term "General Partnership" or "Open Society" or, for General Partnerships conducting a trade in a commercial manner, "Open Trading Company", or its abbreviation "OHG" in German. The chosen name has to incorporate the surname of at least one of the partners along with an addition implying the existence of a partnership; inclusion of first names is not a requirement. Alternatively, the company name can be derived from the object of the company or formed from a made-up name, without the need to include a personal name. The names of individuals or entities other than the partners cannot be integrated into the newly established General Partnership's name. To verify if a chosen company name is already registered in the commercial register or is available and eligible for use, formal inquiries can be made with the Commercial Register. 

Creation of the Draft Partnership Agreement

It is necessary to create a written partnership agreement. This document outlines details such as the company name, headquarters, purpose or object of the partnership, and the legal relationships among the partners.

Consideration Regarding the Waiver of the Auditory Review Process

If the partnership is a micro-entity where all partners are corporations conducting a trade in a commercial manner, there is the possibility to waive the auditory review process.

Determination of Authorized Partners for Representation and Establishment of Signing Rights

The partners who are authorized to represent the General Partnership must be identified. As a general rule, each partner has individual rights to represent the partnership. However, the articles of association can limit these rights, which must be recorded in the commercial register. The restrictions could be as follows: one partner may exclusively represent the main office or a branch office; the right to represent is granted only to several partners jointly (joint representation); the right to represent is granted only to one partner with a proxy; or all partners are excluded from representation, in which case third parties must be entrusted with management and representation.

Drafting of the Registration Letter

The registration letter (application) for the incorporation of a General Partnership into the commercial register must include specific information. This includes the company name, legal form, and headquarters; the representation (with address) or the delivery address; the purpose or object; the date of the partnership agreement; the partners with their name, first names, date of birth, nationality, address, and type of signature; if it is a legal person, the company name, registered office, and type of signature powers; possible branch offices; possible waiver of the auditory review process; and possibly the balance sheet date if the company is subject to disclosure. The registration must be signed by all partners personally or by legal representative at the Commercial Register or be submitted in certified form.

Acquisition of Potentially Necessary Approvals

If the partnership operates a trade in a commercial manner, a business permit or other special legal approval (for example, from the Financial Market Authority Liechtenstein (FMA) or another authority) is generally required.

Preparation of Supporting Documents

Along with the registration for entry into the commercial register, the following documents or evidence must be submitted to the Commercial Register: The so-called company signature declaration (sample signature) of the authorized persons, whose (sample) signatures must be certified; if the General Partnership must have an auditor, the declaration of the latter that the election is accepted; possible approvals or permits, for example, from the Financial Market Authority Liechtenstein (FMA).

Fees

The fee for the new registration of a General Partnership is CHF 400.00. In addition, fees of CHF 30.00 for each signature authorization to be entered and CHF 20.00 for the registration of a function are charged, as well as CHF 30.00 for the representation or delivery address.

Source: Factsheet AJU/ h80.003.02; Art. 1019 PGR; Art. 1063 PGR; Art. 1021 PGR; Art. 689 PGR; Art. 699 PGR; Art. 690-691 PGR; Art. 1058a PGR.

Executive Summary:

• The company name must include certain phrases, incorporate the surname of at least one of the partners, and must not be already registered in the commercial register.
• Each partner has individual rights to represent the partnership, but the articles of association can limit these rights.
• The registration letter must include specific information such as the company name, legal form, and headquarters, among other details.
• A business permit or other special legal approval is generally required if the partnership operates a trade in a commercial manner.
• The fee for the new registration of a General Partnership is CHF 400.00, with additional fees for each signature authorization, function registration, and the registration of a representative or delivery address.