The General Partnership Structure in Liechtenstein

Josef Bergt
2023

The general partnership is regulated in Art. 689 to Art. 732 of the Liechtenstein Persons and Companies Act (“PGR”). It is an association of two or more partners, each bearing unlimited personal, joint, and several liability. Although it is not a legal entity, it possesses legal capacity and the ability to sue and be sued. It is obligatory for a general partnership to be registered in the Commercial Register.

A general partnership is established when two or more natural persons or legal entities operate a business, each partner bearing unlimited personal, joint, and several liability, and the company is recorded in the Commercial Register. As a partnership, the general partnership does not have any managing bodies. Any partner authorized to represent the company may carry out all types of legal acts and transactions that the object of the company may entail.

The partners agree in a partnership agreement to pursue a common purpose with collective means. The partnership agreement also regulates the legal relationships between the respective partners. The registered domicile of the general partnership is located in the political municipality in which the business operations are located.

The purpose of the general partnership may be both an economic and a non-economic one and may take any form permitted by law. Each partner is liable personally, without restriction as well as jointly and severally. A newly joining stakeholder is also jointly and severally liable for the liabilities entered into before he joined.

General partnerships that engage in activities of a commercial nature are obliged to keep proper accounts. General partnerships that do not engage in activities of a commercial nature and are not general partnerships pursuant to Art. 1063 Para. 2 PGR must, taking into account the principles of proper accounting, keep records appropriate to the financial circumstances and retain documents from which the course of business and the development of the assets can be traced.

Source: Factsheet AJU/ h70.003e.02

Executive Summary:

• A general partnership is an association of two or more partners, each bearing unlimited personal, joint, and several liability.
• A general partnership is established when two or more natural persons or legal entities operate a business, each partner bearing unlimited personal, joint, and several liability, and the company is recorded in the Commercial Register.
• The partners agree in a partnership agreement to pursue a common purpose with collective means.
• The purpose of the general partnership may be both an economic and a non-economic one and may take any form permitted by law.
• Each partner is liable personally, without restriction as well as jointly and severally. A newly joining shareholder is also jointly and severally liable for the liabilities entered into before he joined.
• General partnerships that engage in activities of a commercial nature are obliged to keep proper accounts.