An Examination of the Partnership Limited by Shares in Liechtenstein

Josef Bergt
2023

The partnership limited by shares, as outlined in Art. 368 to Art. 374 of the Liechtenstein Persons and Companies Act (“PGR”), is a legal entity with share capital divided into shares. In this structure, one or more members are jointly and severally liable to the creditors of the company in the same way as a general partner. It is a requirement for the partnership limited by shares to be registered in the Commercial Register.

The establishment of a partnership limited by shares necessitates at least two founders, who can be natural persons or legal entities, irrespective of their place of residence or registered domicile. The formation of such a partnership requires a public deed, and the partnership acquires legal personality once it has been registered in the Commercial Register.

The management and representation of the partnership limited by shares are typically the responsibility of the partners with unlimited liability. However, the articles may establish that third parties or companies may also be entrusted exclusively with the management.

The supervisory board of a partnership limited by shares is a mandatory component, tasked with the function of the auditor in conjunction with continuous supervision of the management. The articles may assign additional obligations to the supervisory board.

The articles of the partnership limited by shares must contain the members with unlimited liability (general partners with their names or company names. 

The partnership limited by shares may pursue any commercial or non-commercial purpose, provided it is legally admissible. The purpose of the partnership limited by shares must clearly state, however, whether or not it is engaged in activities of a commercial nature. 

For liabilities of the partnership limited by shares, the company is primarily liable with its own assets and the partners with unlimited liability are secondarily liable in the manner of a general partner. The managing bodies of the partnership limited by shares are liable in accordance with the general liability provisions.

The minimum capital of the partnership limited by shares is CHF, EUR or USD 50,000.00. The minimum capital must be fully paid up or contributed at the time of foundation.

Source: Factsheet AJU/ h70.040e.01

Executive Summary:

• A partnership limited by shares is a legal entity with share capital divided into shares, with one or more members being jointly and severally liable to the creditors of the company in the same way as a general partner.
• The establishment of a partnership limited by shares requires at least two founders and a public deed. The partnership acquires legal personality once it has been registered in the Commercial Register.
• The management and representation of the partnership limited by shares are typically the responsibility of the partners with unlimited liability. However, the articles may establish that third parties or companies may also be entrusted exclusively with the management.
• The minimum capital of the partnership limited by shares is CHF, EUR or USD 50,000.00. The minimum capital must be fully paid up or contributed at the time of foundation.
• The supervisory board of a partnership limited by shares is a mandatory component, tasked with the function of the auditor in conjunction with continuous supervision of the management.
• The partnership limited by shares may pursue any commercial or non-commercial purpose, provided it is legally admissible. 
• For liabilities of the partnership limited by shares, the company is primarily liable with its own assets and the partners with unlimited liability are secondarily liable in the manner of a general partner.