Company Liquidation in Liechtenstein: Winding Up an Entity

Company liquidation in Liechtenstein for a solvent entity: a licensed trustee acts as liquidator, we keep the file.

  • At least one qualified liquidator, PGR Art. 132(1a)
  • Tax clearance before deletion, as a rule
  • Distribution block: half a year, relaxable
Cows grazing on a green alpine pasture

Closing a Liechtenstein company in order

An entity dissolved for a reason other than bankruptcy goes into liquidation. It keeps its legal personality and adds "i.L." (in liquidation) to its name. We prepare the resolutions and the tax-clearance file; a licensed Liechtenstein trustee, named in your engagement letter, acts as liquidator. A licensed Liechtenstein trustee also provides a registered address in Vaduz with a resident representative.

If the assets fall short of third-party debts, the route is insolvency, where legal advice is reserved to lawyers under the Lawyers Act (RAG), subject to the statutory powers of trustees and patent attorneys (Art. 8). For a fresh start instead, see how the purchase of a ready-made Liechtenstein company is closed.

A white office building with rows of tilted glass windows
The entity keeps its legal personality until deletion.

What is included

Solvency check and route pack

We gather the balance sheet and creditor list, so the board and the licensed partner see whether the assets cover the debts.

Draft dissolution resolutions

We draft them; the members or the competent body resolve.

Liquidator mandate

We arrange the mandate with the licensed trustee, who acts as liquidator. We are never the sole liquidator.

Register file

We collect the documents; the licensed trustee files the dissolution and liquidator entries.

Liquidation balance sheet and creditor papers

The liquidator draws up the balance sheet and notifies known creditors; as a rule, the Amt für Justiz calls unknown ones.

Tax clearance file

We prepare the VAT and tax papers; the licensed trustee acts under a written power of attorney. See also the tax return of a Liechtenstein company prepared and filed.

Deletion and aftermath

The liquidator files the deletion. Assets found later lead to a supplementary liquidation.

The by-office path explained

We explain the by-office path and what a dormant company risks. We never offer to make a company disappear.

How the process works

Steps of a voluntary liquidation

  1. Check solvency

    Who acts: Board, licensed partner

  2. Dissolution resolution

    Who acts: Members or competent body; VCS drafts

  3. Appoint liquidators

    At least one qualified

    Who acts: Members; licensed trustee acts

  4. File dissolution and liquidator entries

    Who acts: Licensed trustee

  5. Liquidation balance sheet and creditor call

    Who acts: Liquidator; Amt für Justiz publishes, as a rule

  6. Settle debts

    Half-year block on distribution, relaxable

    Who acts: Liquidator; Amt für Justiz may permit earlier

  7. Tax clearance

    VAT deregistration, if registered, within 30 days

    Who acts: Licensed trustee; VCS prepares

  8. Deletion

    Who acts: Liquidator files; Amt für Justiz enters

Eight steps; the half-year block and the 30-day VAT notice are the two periods named.
  1. Check solvency

    If the assets do not cover third-party debts, the liquidators must apply for insolvency instead.

  2. Resolve the dissolution

    The members or the competent body resolve, on our draft. Unless the statutes say otherwise, a GmbH needs at least three quarters of all members holding at least three quarters of the capital.

  3. Appoint the liquidators

    At least one must be qualified under PGR Art. 132(1a). The licensed trustee takes this role.

  4. File the register entries

    The licensed trustee files the dissolution and the liquidators with the commercial register. No official processing time is published.

  5. Balance sheet and creditor call

    The liquidator draws up the liquidation balance sheet on taking office. As a rule, known creditors get a special notice and the Amt für Justiz calls unknown ones, unless it permits another form of call or all creditors agree to one.

  6. Settle debts and wait out the block

    Debts are paid in the insolvency ranking. Distribution waits half a year from the call, unless the Amt für Justiz permits it earlier.

  7. Clear the taxes

    A VAT-registered entity deregisters in writing within 30 days after the business activity ends, at the latest at the close of liquidation. The Tax Administration then reports to the Amt für Justiz that taxes are paid.

  8. Delete the entity

    The liquidator files the deletion; the Amt für Justiz enters it. No official time is published.

Is your company ready to be wound up?

Send the latest accounts and creditor list; we set out the route.

Who acts as liquidator

The qualification test

Liquidators are normally the managing members, but at least one must meet PGR Art. 180a or hold a TrHG Art. 13 licence as a legal person.

The licensed trustee

A trust company needs an FMA licence, and taking on board mandates under Art. 180a is a trustee activity (TrHG Art. 2(b)). See how a nominee board member in Liechtenstein is appointed and what the mandate covers.

When the Amt für Justiz appoints

If none are named, the Amt für Justiz appoints, normally a qualified board member or licensed legal person; for important reasons, another suitable person.

Where we stop

We prepare and coordinate. We are never the sole liquidator, and we sign and file nothing in the liquidator's place.

Documents you will need

  • Corporate documents and a current register extract
  • Latest accounts and books for the liquidation balance sheet
  • A list of creditors and debtors
  • The dissolution resolution of the members or competent body
  • A written power of attorney for the tax steps
  • Tax and VAT file details
  • Identity and beneficial-owner documents for the licensed trustee's checks
Close-up of colored paper sheets in a stacking rack
The books feed the liquidation balance sheet.

Liechtenstein requirements

The rules behind a voluntary liquidation. Our fee and the partner's are on request.

Rules for a voluntary company liquidation in Liechtenstein, with the statute behind each

rulewhat it saysstatute
GmbH dissolution majorityAt least three quarters of all members holding at least three quarters of the capital, unless the statutes say otherwisePGR Art. 423(1)
Qualified liquidatorAt least one liquidator meets PGR Art. 180a or is a legal person licensed under TrHG Art. 13PGR Art. 132(1a)
Creditor callAs a rule, known creditors get a special notice and the Amt für Justiz calls unknown creditors by publication in the official gazette, unless it permits another form of call or all creditors agree to onePGR Art. 135(2)
Distribution blockNo distribution before half a year from the published call; the Amt für Justiz may permit it earlier if any danger to creditors is excludedPGR Art. 138(2) and (3)
VAT deregistrationA VAT-registered entity deregisters in writing within 30 days after the business activity ends, at the latest at the close of liquidationMWSTG Art. 53(2)
Tax clearanceAs a rule, deletion only after the Tax Administration reports that taxes are paid and VAT is paid or securedSteG Art. 133a; MWSTG Art. 85
By-office dissolution and liquidation (unpaid public charges, missing organs)The Amt für Justiz demands compliance or payment and sets a period of at least two monthsHRV Art. 114(2) and (4)
Entity without assetsThe board is asked by registered letter to state its interest in keeping the entry within 30 daysHRV Art. 116(1)
Public-deed fee, dissolution resolution (AG, SE, GmbH, KGaA)CHF 150 (fee ordinance, version 01.08.2024)GbHr-GebV Annex 2 F

Source: Persons and Companies Act (PGR); Tax Act (SteG); VAT Act (MWSTG); Commercial Register Ordinance (HRV); Fee ordinance (GbHr-GebV).

Practical problems and how they are handled

Blank notebooks, pens and a wooden rubber stamp on a white surface
The register enters the deletion.

"Can I just stop paying?"

Not a clean exit. Where public charges stay unpaid despite repeated demands, the Tax Administration can apply for dissolution by office, the Amt für Justiz sets a period of at least two months, and it can delete the entity by office where no realisable assets are left or, once dissolved, no liquidators or board members remain.

"The company is not solvent"

The liquidators stop and apply for insolvency proceedings. Legal advice on that route is reserved to lawyers (RAG Art. 8(1)(a)), subject to trustees' statutory powers; this page gives none.

"How long will it take?"

No fixed timeline. The half-year block can be relaxed, deletion may come before it ends, and no official processing time is published.

"Am I personally liable?"

Liquidators are jointly liable for tax up to net assets or the liquidation result, lapsing on proof of due care; for VAT, up to the liquidation result.

"Assets turn up after deletion"

Members or creditors can request a supplementary liquidation. A claim against the deleted entity is met by a representative (Beistand) whom the court appoints on application.

Three routes, three starters

  • Started by

    Voluntary liquidation: Members or competent body
    Dissolution and deletion by office: Amt für Justiz, for example on the Tax Administration's application for unpaid public charges
    Insolvency: Liquidators' application when assets do not cover third-party debts
  • What follows

    Voluntary liquidation: Liquidators settle debts; deletion after tax clearance
    Dissolution and deletion by office: Period of at least two months; deletion by office where no realisable assets or no liquidators or board members are left
    Insolvency: Handled with a lawyer
Three routes, three different starters.

Start with a plan, not a filing

We set out the route, the papers and who signs what before anything is filed.

Why work with us

From our practice

Before the licensed trustee takes office, Elias collects the corporate documents, books, creditor list and power of attorney, then coordinates the Amt für Justiz, the Tax Administration and the trustee. Neither of us acts as liquidator.

Frequently asked questions about company liquidation in Liechtenstein

Can I simply stop paying the fees and let the company lapse?

No clean exit follows. Where public charges stay unpaid despite repeated demands, the Tax Administration can apply for dissolution by office, and the Amt für Justiz sets a period of at least two months. It can delete by office where no realisable assets are left (PGR Art. 971(2)) or, once dissolved, no liquidators or board members remain (Art. 971(3)).

Can I act as liquidator myself?

Liquidators are normally the managing and representing members, but at least one of them must meet the PGR Art. 180a conditions or be a legal person holding a TrHG Art. 13 licence. If you meet neither, a licensed trustee fills that role. We are not that person and are never the sole liquidator.

Why must a licensed trustee be one of the liquidators?

PGR Art. 132(1a) requires at least one liquidator who meets Art. 180a or is a licensed legal person under TrHG Art. 13. A trust company needs an FMA licence before it starts business, and taking on board mandates under Art. 180a is a trustee activity. That is why the licensed partner acts.

Are the liquidators personally liable for tax?

Yes, within limits. Persons charged with administration and liquidation are jointly liable for the tax debt up to net assets or the liquidation result, and the liability lapses on proof of due care. For VAT it runs up to the liquidation result, for claims arising or falling due during their management. This states the law, not advice.

What happens if the Tax Administration has not cleared the company?

As a rule, a legal person is deleted from the commercial register only after the Tax Administration has told the Amt für Justiz that all taxes owed are paid, and that the VAT owed is paid or secured. Exceptions exist, including deletion by office, so the clearance is the normal gate, not the only path.

What if the company turns out to be insolvent?

If the assets do not cover the liabilities to third parties, the liquidators stop their work and apply for insolvency proceedings over the entity's assets. Legal advice on insolvency is reserved to lawyers (RAG Art. 8(1)(a)), subject to trustees' statutory powers (Art. 8(3)), so this page covers the solvent case only.

How long does it take to liquidate a Liechtenstein company?

No fixed timeline can be stated. The law sets a half-year block on distribution that the Amt für Justiz can relax, deletion may come before the block ends, and no official processing time is published for the register steps. That is why we give no number of months.

Why is there a six-month wait, and can it be shortened?

Distribution may not take place before half a year has passed from publication of the dissolution with the call to register claims. The Amt für Justiz may permit earlier distribution where any danger to creditors is entirely excluded, and deletion may take place before the block ends.

What happens to creditors during liquidation?

As a rule, known creditors receive a special notice and unknown creditors are called by the Amt für Justiz through publication in the official gazette, unless it permits another form of call or all creditors agree to one. The liquidators then settle the debts in the ranking order of insolvency law, as far as the entity's assets allow.

Who gets paid first in liquidation?

The liquidators settle the debts in the ranking order of insolvency law, as far as the assets allow. This page does not set out the ranking itself. If the assets fall short of the liabilities to third parties, the liquidators stop and the insolvency route applies instead.

Can a company be deleted without liquidation if it has no assets?

Where an entity has no realisable assets left, the Amt für Justiz may order deletion by office. It asks the board by registered letter to state its reasoned interest in keeping the entry within 30 days, and calls third parties once by publication. That is a different path, and we do not offer to make a company disappear.

What changes for an Anstalt or a foundation?

The general liquidation rules (PGR Art. 130 ff.) apply unless a special provision exists for the form (Art. 130(3)). The Anstalt (Art. 550) and the foundation (Art. 552 § 39) have such provisions, which this page does not set out. The licensed trustee reads the statutes or deed before anything is drafted. Our Anstalt and foundation pages explain each form.

Can assets that turn up after deletion be dealt with?

Yes. If further assets subject to distribution appear after the deletion has been entered, members or creditors can request a supplementary liquidation. A legal claim against an entity already deleted from the commercial register is met by a representative (Beistand) appointed by the court on application, who represents the entity in the proceedings (PGR Art. 141(1)).

What must stay on the letterhead and website during liquidation?

The entity keeps its legal personality and adds "in Liquidation", "in Liq." or "i.L." to its name until the liquidation is carried out towards third parties and any members (PGR Art. 131(1)). Letterhead, order forms and websites of an AG, KGaA or GmbH must also state, where applicable, that the company is in liquidation (PGR Art. 120a(1)).

Start your liquidation file

Send us the latest accounts; a person in our Legal department replies with the route. Price on request.

+423 210 0003 (Legal department) · Monday to Friday 10:00-18:00 · Rietstrasse 42, 9490 Vaduz · info@company-in-liechtenstein.com