Nominee Director and Board Mandates in Liechtenstein

Three roles the law keeps apart, and who acts at each step. We prepare the file; a licensed trustee accepts the mandate.

  • Board member with a Trustee Act licence, PGR Art. 180a
  • The licence is personal
  • The beneficial owner stays recorded
A small town below green hills in daylight

What the service covers

"Nominee director" is the search term. Liechtenstein law knows a qualified board member under PGR Art. 180a, a Repräsentant under Art. 239 as a separate duty, and a nominal shareholder. The address and the Repräsentant sit on our registered office Liechtenstein page.

We prepare and coordinate; a licensed Liechtenstein trustee, named in your engagement letter, accepts the mandate. Ownership is not hidden. No substance, bank account, permit or tax result is promised, and VCS is not the trustee and gives no legal advice.

An empty board table with chairs in a meeting room
The seat the mandate fills.

What is included

Board mandate

The licensed trustee accepts the board mandate under PGR Art. 180a, a reserved activity under the Trustee Act (TrHG).

Shares held in trust

The licensed trustee holds the shares in trust. The beneficial owner is still recorded.

Identification

We collect your identification documents and those of the beneficial owner; the licensed trustee verifies them.

Engagement and register papers

We prepare the engagement paperwork and the register application papers for the trustee to sign and file.

Art. 180b declaration

We prepare the declaration that each representing natural-person board member gives with the register application.

Mark held for the company

If your company also needs a mark filed through a licensed Liechtenstein representative, two MSchG rules apply; no rule on nominee holding is stated.

Three roles, side by side

The three roles the market calls "nominee"

Board member, Repräsentant and nominal shareholder, by legal basis.

rolelegal basiswho performs itwhat it does not change
Qualified board memberPGR Art. 180a(1): at least one representing member holds a Trustee Act licence; a person with a 180a licence is equal (Art. 180a(2))A licensed Liechtenstein trustee, or a 180a licence holder it employs; the licence is personalThe board member is an organ with management rights and liability, not a name on a form
RepräsentantPGR Art. 239(1): a permanently resident EEA national who represents the entity towards the authoritiesA resident person appointed for that duty; detail on the registered-office pageA separate duty from the board mandate
Nominal shareholderSPG Art. 3(1)(k) no. 5: acting as nominal shareholder for another person is a due-diligence serviceThe licensed trustee holds the shares in trustThe natural person who owns or controls the entity stays recorded; extracts have no public faith

Sources: PGR, 180a Supervision Act, SPG, VwbPG.

When a company needs a licensed board member

AG or GmbH

At least one board member with power to manage and represent holds a Trustee Act licence, or is a person treated as equal under Art. 180a(2).

Larger AG

An AG with share capital of at least CHF 1 million needs a board of at least three members, subject to the carve-out in Art. 344(2).

Exempt entities

Entities that must have a managing director under the Trade Act or a special act, or are supervised by an authority, are exempt.

Foundations

Foundations under the supervision of PGR Art. 552 § 29 are not exempt on that ground.

Two colleagues reviewing business documents in a binder at a desk
The statutes decide who sits on the board.

How the process works

No official time is published for the preparation steps. Two statutory clocks apply, named where they run.

Who acts at each step of a mandate

  1. Roles needed

    Who acts: Client

  2. Identification

    Who acts: VCS collects, licensed trustee verifies

  3. Engagement letter and mandate

    Who acts: Licensed trustee

  4. Declaration

    Art. 180b declaration

    Who acts: Board member

  5. Register entry

    Without delay

    Who acts: Licensed partner files; Office of Justice enters

  6. Shares in trust

    GmbH transfer by public deed

    Who acts: Licensed trustee

  7. Beneficial-owner report

    30 days from knowledge

    Who acts: The entity

  8. Continuity

    Licence rests six months; FMA may extend

Access to the beneficial-owner register is limited since 30 July 2026; deadlines that cannot be met are suspended.

Who acts at each step of a mandate.
  1. Roles needed

    You tell us which roles the company needs: the board seat, the shareholding, the address.

  2. Identification

    We collect the identification documents of you and the beneficial owner; the licensed trustee verifies them under the SPG.

  3. Engagement and mandate

    The engagement letter names the licensed trustee. The trustee, or a 180a licence holder it employs, then accepts the mandate.

  4. Art. 180b declaration

    Each representing natural-person board member declares, with the register application, that no exclusion ground exists.

  5. Register entry

    The licensed partner files without delay. The Office of Justice may ask for a certificate and must refuse the entry if the declaration is missing.

  6. Shareholding in trust

    The licensed trustee holds the shares in trust. Assigning a GmbH share needs a public deed.

  7. Beneficial owner report

    The entity reports the natural-person beneficial owner, and changes within 30 days of knowledge. Since the cyberattack of 30 July 2026, deadlines that cannot be met are suspended; see the beneficial ownership register and who may consult it.

  8. Continuity

    If the licence holder leaves the employing trustee, the licence rests for six months, which the FMA may extend; a replacement is planned.

Are the board seat, the Repräsentant and the shareholding settled?

Tell us which roles your company needs; we prepare the file for the licensed trustee.

Documents you supply and official charges

Documents you supply

  • Identification documents of the client
  • Identification documents of the beneficial owner
  • Signed engagement letter naming the licensed trustee and its licence
  • For a shareholding in trust, the agreement with the trustee
  • Art. 180b declaration of each representing natural-person board member
  • On request, a certificate of capacity or a criminal record extract
  • Current data on the natural-person beneficial owner

Official charges, GbHr-GebV version 1 August 2024

Official register and FMA charges, not the price of a mandate.

itemofficial amount
Register entry of a board member, and change or deletion of the entry, on an existing companyCHF 40
Function entry at formationCHF 20
FMA fee for granting a 180a licence to an individualCHF 2,000
FMA annual basic levy for a person with a 180a licenceCHF 750 per year

Sources: GbHr-GebV, FMAG.

The statute does not say who bears the two FMA amounts in a mandate. These are statutory charges, not a price.

Man in a suit reading documents from a yellow folder
Identification comes first.

Practical problems and how they are handled

"Is it anonymous?"

No. The natural person who owns or controls the entity is recorded. Extracts have no public faith, and nominal shareholders are a higher-risk factor for the trustee.

"The licensed member leaves"

The licence is personal and tied to a trustee employer. It rests, then lapses after six months unless the FMA extends. A replacement goes through our company amendments service; a failed Art. 180a condition is a ground for dissolving a Liechtenstein company in an orderly way, ex officio.

"Does the board member run the company?"

A board member is an organ. Management belongs to all members unless otherwise provided or ordered by resolution of the competent organ, and organs are liable for damage caused intentionally or negligently.

"Who may act?"

Only a licensed person. Unlicensed exercise is a criminal offence, unauthorised offering is fined by the FMA, and the 180a title is protected.

"Is a board seat substance?"

We claim no substance for your company. The bank, the residence permit and the tax result stay with the bank and the authorities.

"Exclusion grounds"

A conviction for listed offences excludes a person for five years from final judgment. A member who meets a ground later must resign, or waive the power of representation and have the entry deleted.

Licence after the holder leaves the trustee

Licence, in months after employment ends

  1. Employment endsLicence rests
  2. Six monthsLicence lapses; FMA may extend in a justified case

New employment within the period: licence kept. The licence is personal, not transferable.

Where the Art. 180a condition fails, that is a ground for ex officio dissolution; a replacement is filed without delay.

After the holder leaves the employing trustee, the licence rests, then lapses after six months without a new employment.

Need the mandate planned before the company is formed?

The file starts with a plan of the roles; nothing is promised before the trustee accepts.

Who prepares your mandate file

From our practice

Laura collects the identification documents, prepares the engagement and register papers and keeps the file in order, in German, English or Dutch. The licensed trustee, named in your engagement letter, verifies, accepts the mandate and files.

Frequently asked questions about board mandates in Liechtenstein

Is a nominee director in Liechtenstein anonymous, and does the register hide who owns the company?

No. A nominee is not the beneficial owner: the natural person who ultimately owns or controls the entity is recorded in the VwbP register, and extracts have no public faith. Changes are notified within 30 days of knowledge; since the cyberattack of 30 July 2026, deadlines that cannot be met are suspended.

Can anyone act as a nominee director, or must the person be licensed?

Only a licensed person. A board mandate under PGR Art. 180a is a reserved trustee activity under TrHG Art. 2(b). Exercising it without a licence is a criminal offence, up to one year or 360 daily rates (180a Supervision Act Art. 22(1)), and offering it without authority is fined by the FMA. A 180a licence holder counts as equal.

Why is "nominee director" the wrong term in Liechtenstein?

It names one product, while the law separates three roles: the qualified board member under PGR Art. 180a(1), the Repräsentant under Art. 239(1), which is a separate duty, and the nominal shareholder under SPG Art. 3(1)(k) no. 5. This page uses the searched term in its title and headings and otherwise says board mandate.

Does the board member run the company or take liability for my decisions?

A board member is an organ. Management belongs to all members unless otherwise provided or ordered by resolution of the competent organ (PGR Art. 181(1)), and organs are liable to the entity for damage they cause intentionally or negligently (Art. 218(1)). This states the rule; it says nothing about the outcome of a given case.

What happens if the licensed board member leaves their employer or loses the licence?

The licence is personal and tied to employment with a trustee. Without a new employment it rests and lapses after six months, which the FMA may extend in a justified case. A failed Art. 180a condition is a ground for ex officio dissolution (PGR Art. 971(1) no. 3), and a replacement is filed without delay (Art. 965(1)).

Is a nominee board member enough, or does the company also need real substance and a Repräsentant?

No source we read says that a registered address and a nominal board member give or lack substance, so we claim none, and the bank, the permit and the tax result stay with the bank and the authorities. The Repräsentant is a separate duty under PGR Art. 239(1), covered on the registered office page.

Does a nominee shareholder remove me from the beneficial owners register?

No. The beneficial owner is the natural person who ultimately owns or controls the entity (VwbPG Art. 2(1)(a)), and a nominee is not that person. Nominal shareholders are listed as a factor for potentially higher risk (SPG Annex 2 A(a) no. 4), and enhanced due diligence applies where the trustee's risk assessment finds a higher risk.

What do I sign with a nominee shareholder, and who holds the shares?

The licensed trustee holds the shares in trust and is named in the engagement letter; the type of agreement is settled with the trustee. For a GmbH, a share transfer is effective only once notified to the members and entered in the share register (PGR Art. 403(1)), and the assignment needs a public deed (Art. 403(4)).

Who must be on the board of a Liechtenstein AG or GmbH (Art. 180a), and are any companies exempt?

At least one representing member needs a Trustee Act licence or equal status (Art. 180a(1), (2)). Entities needing a managing director under the Trade Act or a special act, or supervised by an authority, are exempt; Art. 552 § 29 foundations are not. An AG with capital of at least CHF 1 million needs at least three members (Art. 344(2) carve-out).

Can a person with a criminal record be a board member (Art. 180b)?

Not if convicted of the listed wilful offences: the exclusion lasts five years from final judgment (Art. 180b(2)). Each member declares with the application that no ground exists; otherwise the Office of Justice must refuse the entry. A member who meets a ground later must resign, or waive the power of representation and have the entry deleted (Art. 180b(4)).

How is the board member different from the Repräsentant?

The board member is an organ of the entity: at least one member with power to manage and represent must hold a Trustee Act licence or be treated as equal (PGR Art. 180a(1), (2)). The Repräsentant is a permanently resident EEA national who represents the entity towards the authorities (Art. 239(1)), a separate duty described on the registered office page.

Can a trademark be held by a nominee?

This page does not say whether a nominee may hold a mark. Two rules touch a representative: an agent's own-name filing without consent is barred unless the agent justifies it (MSchG Art. 3(1)(d)), and a party without domicile, seat or establishment in Liechtenstein, another EEA state or Switzerland acts through a Liechtenstein lawyer or patent attorney (Art. 39(1)).

What does VCS do itself, and what does the licensed trustee do?

VCS collects the identification documents and prepares and coordinates the engagement paperwork and the register application papers. The licensed trustee, named in the engagement letter, verifies identity, accepts the mandate, files and holds shares in trust. VCS is not the trustee, a board member or a shareholder, and gives no legal advice (RAG Art. 8).

Start your board mandate file

Send us the roles your company needs; we prepare the file for the licensed trustee.

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