Understanding the Role of the administrative bodies under Art. 180a PGR in Liechtenstein's Corporate Landscape – an Analysis

Josef Bergt
2023

In the intricate world of corporate law, the role of natural persons and legal entities pursuant to Art. 180a of the Liechtenstein Persons and Companies Act (“PGR”) in the administration of a company is a crucial aspect that carries significant legal implications. In the Principality of Liechtenstein, the appointment and responsibilities of these individuals and entities are governed by a set of comprehensive regulations, as outlined in Article 180a PGR. This article aims to provide a detailed examination of these regulations, highlighting the nuances of corporate administration in Liechtenstein.

In the context of corporate administration, each legal entity is required to have an administrative body, which may consist of one or more natural persons or legal entities or companies, appointed by the supreme managing body (e.g., general assembly). This administrative body is responsible for managing and representing the legal entity.

At least one member of the administration of a legal entity, who is authorized to manage and represent the legal entity, must be a national of a signatory to the European Economic Area Treaty, a person treated as such on the basis of an international treaty, or a legal entity, and must hold a license under the Law concerning the Professional Trustees and Fiduciaries (Treuhändergesetz – “TrHG”). Persons who hold a license pursuant to the act concerning the supervision of natural persons and legal entities pursuant to Article 180a of the Persons and Companies Act (PGR) are treated in the same manner.

Fiduciaries respectively trustees and trust companies, as well as persons who are entitled to exercise activities pursuant to Art. 180a PGR, are listed in a public register on the homepage of the Liechtenstein Financial Market Authority (Finanzmarktaufsicht – “FMA”). The FMA, as the supervisory authority, monitors the licensing requirement and compliance with the licensing conditions.

Legal entities are exempt from the obligation to appoint a qualified member of the administration pursuant to Art. 180a Para. 1 or 2 PGR, if these, pursuant to the Liechtenstein Trade Act (Gewerbegesetz) or another special statutory instrument, are obliged to have a managing director or are supervised by the government, a municipality, the land register authority or another public authority (e.g., the FMA).

The Office of Justice monitors ex officio whether the legal provisions regarding administration and representation pursuant to Art. 180a PGR are being adhered to. If the Office of Justice establishes that a legal entity has no member of the administration who meets the requirements pursuant to Art. 180a PGR, the procedure for dissolution and liquidation of the legal entity concerned shall be initiated ex officio.

Source: Factsheet AJU/ h70.043e.03

Executive Summary:

• Each legal entity in Liechtenstein must have an administrative body, which may consist of one or more natural persons or legal entities or companies.
• At least one member of the administration of a legal entity, who is authorized to manage and represent the legal entity, must be a national of a signatory to the European Economic Area Treaty, a person treated as such on the basis of an international treaty, or a legal entity, and must hold a license under the Law concerning the Professional Trustees and Fiduciaries.
• Fiduciaries and trust companies, as well as persons with a licence under the act concerning the supervision of natural persons and legal entities pursuant to Art. 180a PGR, are listed in a public register on the homepage of the Liechtenstein Financial Market Authority.
• Legal entities are exempt from the obligation to appoint a qualified member of the administration pursuant to Art. 180a Para 1 PGR if they must have a managing director pursuant to trade law or another special law, or who are supervised by the government, a municipality or another authority.