Registration of a Branch Office in Liechtenstein – An In-Depth Exploration

Josef Bergt
2023

As an internationally renowned hub for business operations, Liechtenstein remains an attractive destination for companies seeking to establish branch offices. This exploration of the administrative procedures involved in registering a branch office in Liechtenstein addresses the requirements for domestic companies, entities based within the European Economic Area (EEA), and those headquartered outside the EEA.

1. Registration of a Domestic Company's Branch Office

The application letter for the registration of a branch office of a domestic company in the Commercial Register must contain the following information:

• Name of the branch office;
• Registered office of the branch office;
• The branch office's address.

For individual companies, the application for registration is to be signed by the owner of the company. For collective and limited partnerships, all partners authorized to represent the partnership have to sign the application. In the case of legal entities, one or more members of the administration, depending on the signing authority, need to sign. The signatures on the application letter must be certified.

Documentation for Registration in the Commercial Register

To register in the Commercial Register, the following documents and proofs must be submitted to the Commercial Register:

• An excerpt from the minutes of the appropriate company body of the main office, containing the resolution regarding the establishment of the branch office, the appointment of its representatives, and the nature of their representation;
• A declaration from the registering parties that the branch office operates independently as a business establishment.

Registration of Changes in the Commercial Register

When there are alterations in the branch office that need to be recorded (such as an address change), the registration has to be signed by the authorized representatives.

1. Branch Offices of Companies Headquartered in the EEA

The application letter for the registration of an EEA-based company's branch office in the Commercial Register in Liechtenstein must include the following information:

• Name of the branch office and the main office;
• Address of the branch office;
• Business operations of the branch office;
• The register and registration number of the main office;
• Members of the main office's administration and appointed representatives, including their full names, addresses, dates of birth, and nationalities or the company's name and location along with their roles (excluding signatory rights);
• The individuals expressly appointed for the permanent representation of the branch office, along with their full names, addresses, dates of birth, nationalities, and their respective competencies.

Similar to domestic companies, the application is to be signed by the appropriate parties, and the signatures on the application letter must be certified, potentially with an Apostille attached, if necessary under the Hague Convention for Apostilles.

Documentation for Registration in the Commercial Register

To register in the Commercial Register, the following documents and proofs must be submitted to the Commercial Register in Liechtenstein:

• An official extract from the Commercial Register of the main office or an official proof that the company lawfully exists at the location of the main office according to local regulations, possibly accompanied by an Apostille;
• A certified copy of the main office's statutes, possibly with an Apostille attached;
• The declaration from the registering parties that the branch office operates independently as a business establishment;
• Assurance from the Liechtenstein Office of Economic Affairs of the business license or trade permit to operate a branch office;
• The so-called company signatory declaration of the individuals expressly authorized to represent the branch office, with their signatures certified, potentially with an Apostille attached.

Registration of Changes in the Commercial Register

Changes to the branch office are registered by the head of the branch office, along with the necessary documents for evidence. Changes to the main office, which simultaneously result in changes to the branch office's registration, are handled in the same way as with domestic companies and have to be signed by the authorized representatives.

1. Branch Offices of Companies Based Outside the EEA

The application letter for the registration of a non-EEA company's branch office in the Commercial Register must include the following information:

• Name of the branch office and the main office;
• Address of the branch office;
• Business operations and purpose of the branch office;
• The register and registration number of the main office;
• The law to which the main office is subject;
• The legal form, location, and business operations of the main office, as well as the amount of company capital;
• Members of the main office's administration and appointed representatives, including their full names, addresses, dates of birth, and nationalities or the company's name and location;
• The scope of the administrative and representative powers of the main office and how representation is exercised;
• The individuals expressly appointed for the permanent representation of the branch office, along with their full names, addresses, dates of birth, nationalities, and their respective competencies;
• The way in which representation is exercised at the branch office.

As with the previous cases, the application is to be signed by the appropriate parties, and the signatures on the application letter must be certified, potentially with an Apostille attached, if necessary.

Evidence for Entry in the Commercial Register

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

• (Official) Extract from the commercial register of the main office or an official proof that the company exists legally at the location of the main office according to the regulations applicable there, if necessary provided with an apostille or super-legalization;
• Certified copy of the articles of incorporation and, if they are the subject of a separate act, the certified bylaws of the main office, if necessary provided with an apostille or super-legalization;
• Extract from the minutes of the competent corporate body that contains the resolution on the establishment of the branch office, the appointment of its representatives and the nature of their signing;
• Declaration by the persons registering that it is an independent branch of a business;
• Assurance from the Liechtenstein Office of Economic Affairs of the trade license for the operation of a branch;
• The so-called company signature declaration (sample drawing) of the authorized representatives of the branch office and the main office, their (sample signatures) must be certified and possibly provided with an apostille or super-legalization.

Reporting Changes in the Commercial Register

Changes at the branch office are reported by the head of the branch office with the attachment of the necessary evidence. Entries for a branch office must be signed by the owner in the case of individual companies, by all authorized partners in the case of partnerships and limited partnerships, and by one or more signatories for the entire company depending on the signing right.

Deletion of Branch Offices

The application for the deletion of a branch office after liquidation is carried out in the same way as the application for changes. In addition, evidence must be provided that the business operation has ceased. Branch offices of enterprises (main offices) located within the EEA or outside the EEA must also provide evidence that creditors in the country have been secured or satisfied.

Fees

The fee for the entry of a branch office is determined according to Annex 2 Letter C of the Regulation on Land Registry and Commercial Register Fees (50 % of the amount for the head office but not more than CHF 2’500).

Source: AJU/ h80.019.01; Art. 291a PGR (Liechtenstein Persons and Companies Act); Art. 291b PGR; Art. 31 HRV (Liechtenstein Commercial Register Ordinance); Art. 104-109 HRV.

Executive Summary:

• Domestic Branch Office:
  • The application for registration must include the branch office's name, seat, and address.
  • All authorized representatives must sign the application.
  • Required documents: extract from the protocol of the parent company's meeting approving the branch, a statement of independence, etc.
• Branch Offices of Companies Based in the EEA:
  • The application for registration must also include the object of the branch, the registry and registration number of the parent company, details of the administration and authorized representatives.
  • Same signing requirements as the domestic branch.
  • Required documents: official extract from the parent company's trade register, certified copy of the parent company's statutes, the branch's representation declaration, among others.
• Branch Office of a Company Outside the EEA:
  • The application for registration must also include the law of the country where the parent company is based, details about the parent company's legal form, seat, object, and capital, and the scope of the administration's representative authority.
  • Required documents: official extract from the parent company's trade register, certified copy of the parent company's founding act and statutes, the branch's representation declaration, among others certified with apostille or super-legalization if required.
• Changes to the Trade Register:
• Changes in the branch are reported by the branch manager with the necessary documents. Changes in the parent company affecting the branch's entry must be signed by the authorized representatives.
• Deletion of Branch Offices:
  • Deletion after liquidation is applied for in the same way as changes. Proof must be provided that the business operation has ceased. For EEA or non-EEA companies, proof must be given that creditors in the country have been secured or satisfied.
• Fees:
  • The fee for registering a branch office is determined by Annex 2, letter C of the Liechtenstein Ordinance on Land Register and Commercial Register Fees (50 % of the amount which would be incur for incorporation of the head office but not more than CHF 2’500).