Guide to the Registration of an Association in Liechtenstein

Josef Bergt
2023

The establishment of an association in Liechtenstein is a process that requires careful planning and execution. This article aims to provide a guide on the registration of an association in Liechtenstein, outlining the necessary steps and considerations to ensure a successful registration process.

Preparation for the Establishment

Before an association can be registered in the commercial register, several preparatory steps must be considered:

• Formation of the Name;
• Drafting of the Statutes;
• Consideration of Audit Review Waiver;
• Appointment of Board Members and Determination of Signing Rights;
• Holding of Founding Meeting and Creation of Founding Protocol;
• Preparation of Registration Letter;
• Obtaining Necessary Approvals and Permits;
• Preparation of Supporting Documents.

Name Formation

Associations have considerable freedom in choosing their name, but there are some restrictions if the association is to be registered in the commercial register. The name must not already be registered in the commercial register, and it must contain the word "association" unless an exception is granted by the Office of Justice. 

Statutes

The statutes of the association must be established in written form and signed by the chairperson, another member, and the secretary of the constituting general assembly, or by all founders. The statutes must contain the following information and provisions:

• The name and domicile of the association, as well as its designation as an "association".
• The purpose or object of the association.
• The resources of the association.
• The powers of the supreme body (members assembly).
• The bodies for regular management and representation (board) and possibly for control (audit office), as well as the manner of exercising representation.
• Any membership fees.
• Any personal liability of the members or an obligation of the members to make additional contributions.
• The form in which announcements from the association are made (publication organ).

Waiver of Audit Review

If the association is a micro-entity conducting a commercial business, it can waive the audit review.

Organization

The members of the board must be appointed. If a commercial business is conducted, an auditor must be appointed unless the audit review is waived, in which case the requirement for an auditor is eliminated. The auditor is not registered in the commercial register. In addition, a representative must be appointed if a domestic delivery address is not specified. Further persons authorized to represent or proxies can also be appointed.

Creation of Founding Protocol

A founding meeting must be held, and a protocol must be created for it. The same applies analogously if there is only one founder. The founding protocol must contain the following information:

• The founder(s) and possibly their representative(s).
• The declaration to found an association.
• The confirmation that the statutes have been determined.
• The appointment of the board and possibly the audit office.
• The manner of exercising representation.
• The signature of the chairperson and the secretary.

Registration for Entry in the Commercial Register

The registration letter (application) for the entry of an association in the commercial register must contain the following information:

• The name, legal form, and domicile.
• The representation (with address) or the delivery address.
• The purpose or object.
• The date of the statutes.
• The members of the board or other persons authorized to represent with name, first name, date of birth, nationality, address, and type of signature; if it is a legal entity, the company, domicile, and type of signature.
• Any branch offices (if applicable).
• Any personal liability of the members or the obligation of the members to make additional contributions.
• Any waiver of the audit review.

The signatures on the registration letter must be certified.

Obtaining Necessary Approvals

If a commercial business is conducted, a trade license or another special statutory license (for example, from the Financial Market Authority Liechtenstein (FMA) or another authority) must be obtained.

Submission of Supporting Documents

With the registration for entry in the commercial register, the following documents or evidence must be submitted to the Office of Justice – Commercial Register Department:

• The protocol of the constituting general assembly (founding protocol).
• A copy of the statutes signed by the chairperson, another member, and the secretary of the constituting general assembly or by all founders.
• If the members are obliged to personal liability or additional contributions by the statutes, the member directory.
• The declaration of the elected members of the board and possibly the representation that the election is accepted, if this is not apparent from the founding act or the registration (if it is a legal entity and its domicile is not domestic, a corresponding official commercial register extract must be provided).
• If the association must have an auditor, the declaration of the same that the election is accepted, if this is not apparent from the founding act; otherwise, the declaration of the board of directors that the audit review is waived according to Art. 1058a PGR (Liechtenstein Persons and Companies Act).
• The so-called company signature declaration (sample drawing) of the persons authorized to represent, with their (sample) signatures being certified.
• Any approvals, for example, from the Financial Market Authority Liechtenstein (FMA).

Fees

The fee for the new registration of an association is CHF 100.00; the registration fees for signing authorizations and functions are included.

Source: Factsheet AJU/ h80.009.02; Art. 1031 PGR; Art. 1058a PGR; Art. 31 HRV (Liechtenstein Commercial Register Ordinance); Art. 239 PGR; Art. 246 PGR; Art. 254 PGR; Art. 92 HRV; 

Executive Summary:

• The name of a Liechtenstein association must be unique and must contain the word "association" unless an exception is granted by the Office of Justice.
• The statutes of the association must be written and signed by the chairperson, another member, and the secretary of the constituting general assembly, or by all founders.
• If the association is a micro-entity conducting a commercial business, it can waive the audit review.
• The members of the board must be appointed, and a representative must be appointed if a domestic delivery address is not specified.
• A founding meeting must be held, and a protocol must be created for it.
• The registration letter for the entry of an association in the commercial register must contain specific information, and the signatures on the registration letter must be certified.
• If a commercial business is conducted, a trade license or another special statutory license must usually be obtained.
• With the registration for entry in the commercial register, specific documents or evidence must be submitted to the Office of Justice – Commercial Register Department.
• The fee for the new registration of an association is CHF 100.00, inclusive of the registration fees for signing authorizations and functions.