The Limited Partnership in Liechtenstein - an Overview

Josef Bergt
2023

The limited partnership, as defined in Art. 733 to Art. 755 of the Liechtenstein Persons and Companies Act (“PGR”), is a form of business association that involves two or more partners, with at least one partner bearing unlimited liability (the general partner) and one or more partners whose liability is capped at a certain maximum amount (the limited partners). This form of partnership, while not a legal entity in itself, possesses legal capacity and the ability to sue and be sued. It is mandatory for the limited partnership to be registered in the Commercial Register.

The formation of a limited partnership requires two or more parties, which can be natural persons, companies, or public or private legal entities, to come together as partners via a written contract. This contract must stipulate that at least one partner has unlimited liability and at least one partner has liability limited to a certain sum.

The management of the limited partnership is the collective responsibility of the partners with unlimited liability, unless the partnership agreement assigns this responsibility to one general partner, the limited partners, or third parties. Similarly, representation is also performed by the partners with unlimited liability, unless otherwise agreed.

The limited partnership does not have a minimum capital requirement by law. However, the respective limited partnership sum of the limited partners must be determined and recorded in the Commercial Register. If a limited partnership contribution is not made in cash, this must be expressly stated in the Commercial Register and is included in the entry in the Commercial Register together with a specific valuation.

Source: Factsheet AJU/ h70.002e.02

Executive Summary:

• A limited partnership is a form of business association that involves two or more partners, with at least one partner bearing unlimited liability and one or more partners whose liability is capped at a certain maximum amount.
• The formation of a limited partnership requires two or more parties to come together as partners via a written contract.
• The management of the limited partnership is the collective responsibility of the partners with unlimited liability, unless the partnership agreement assigns this responsibility to one general partner, the limited partners, or third parties.
• The limited partnership does not have a minimum capital requirement by law. However, the respective limited partnership sum of the limited partners must be determined and recorded in the Commercial Register.
• Purpose of the limited partnership may be of economic nature or non-economic.