Company Restructuring in Liechtenstein: Mergers and Conversions

No. On this page, restructuring means merger, conversion and seat transfer, with division added once the pending law enters into force. Insolvency and debt restructuring are not offered here. Professional legal advice and representation are reserved to lawyers under the Lawyers Act (RAG Art. 8(1)), without prejudice to legal agents, trustees and patent attorneys (Art. 8(3)).

The licensed trustee or lawyer named in your engagement letter files. We prepare the documents and coordinate the notary, the register and the Tax Administration. Forming legal persons and tax advice for third parties are trustee activities, and exercising them without a licence is an offence under the Trustee Act.

In force today: the merger of AGs and GmbHs, conversion between legal forms, seat transfer into or out of Liechtenstein, and the cross-border merger of an AG with a capital company of another EEA state. Division and the new EEA seat transfer for AGs are legislated but not yet in force.

The boards draw up the merger plan, which is executed as a public deed. Experts examine it unless all shareholders and all holders of other voting securities of all merging companies waive that. The plan is filed, or put on each company's website, at least 1 month before the general meeting. The transferring companies are entered first, the acquirer last.

Yes. PGR Art. 351a(3) requires a public deed for the merger plan, and the general meeting's merger resolutions are filed as a public deed too. The notarial fee is CHF 400 per deed for a merger or split, plus any capital increase or reduction fees. We prepare the supporting documents for the notary.

At least 1 month. Each company files the plan with the commercial register at least one month before the general meeting that votes on it. The duty falls away if each company makes the plan freely available on its website for that month and a link with the publication date is posted on the Amt für Justiz website.

For an AG, two thirds of the represented share capital. A simple majority suffices if at least half the capital is represented and the articles set no higher threshold. For a GmbH, the merger resolution is unanimous unless the statutes say otherwise. The resolution is recorded in a public deed.

Each transferring company attaches a closing balance sheet to the registration. The Amt für Justiz rejects the application if that balance sheet is dated more than eight months before the application for registration, which is made after the general meeting. That is why we check the date before the meeting is called.

Creditors of the merging companies can claim security if they register within six months of the publication of the entry, show that the merger endangers their claim and cannot demand payment. Bondholders who approved the merger and creditors with a statutory cover pool have no such right. Assets and debts pass to the acquirer on entry.

Yes. A GmbH can merge into an AG or into another GmbH by transferring all its assets and debts. The GmbH's resolution is unanimous unless its statutes say otherwise. The register fee for entering a merger without a capital increase is CHF 300, under the fee ordinance in the version of 1 August 2024.

Yes. An AG can become a GmbH as universal successor without liquidation, if the GmbH capital is not lower than the AG share capital and the shareholders' participation represents at least three quarters of the AG share capital. A GmbH can convert into an AG, cooperative, Anteilsgesellschaft or partnership form at any time by public deed.

Yes, without dissolution. The Amt für Justiz permit is granted only on conditions that include continuation under foreign law, a public creditor call with security for endangered claims, and a Tax Administration certificate that all due taxes are paid. The register fee is CHF 600. The tax is deferred interest-free until realisation, as far as its enforcement is secured.

Yes, without dissolving abroad. The Amt für Justiz approves only if the entity has adapted to Liechtenstein law and foreign law permits the move. The register fee is that of a new entry, plus a 1 % formation levy (CHF 1 million threshold, lower rates above CHF 5 million and CHF 10 million) where Swiss stamp legislation does not apply.

Not if Liechtenstein keeps its taxing right and the acquirer carries over the values previously relevant for income tax (SteG Art. 52(1)). The acquiring company then takes over the transferor's tax position, including loss carry-forward. Whether those conditions hold in your case is tax advice, a trustee activity, so the licensed trustee answers it; we gather the documents.

Not yet. Domestic division of an AG, cross-border division and GmbH division are legislated in LGBl. 2025 Nr. 315 but not yet in force. The act enters into force together with the EEA Joint Committee decision, and no date is set. Until then, the merger, conversion and existing seat-transfer rules apply.