Selling Shares in a Company in Liechtenstein

Foreign investors coming to Liechtenstein with the purpose of starting a business here can do so through various methods. Even if the preferred choice is to open a new company, some of them choose to buy shelf companies or to enter into merger and acquisition deals. The latter option is often chosen by large companies seeking to gain control over a company in Liechtenstein.  The purchase of company shares through acquisition deals is not regulated by any specific law in Liechtenstein, as the Principality has no merger and acquisition or antitrust regulations.

Our company registration agents in Liechtenstein can assist foreign investors who want to open companies in this country.

Laws related to the sale of shares in Liechtenstein

The main law providing for the sale of shares in Liechtenstein companies is the Commercial Code. The bylaws of the company may also contain stipulations about how company shares can be sold in Liechtenstein. In most cases, selling shares in a company in Liechtenstein implies obtaining the consent of the shareholders. This principle applies to both private and public companies. The sale of shares in public companies does not generally require government consent; only acquisitions of qualifying holdings in regulated entities (e.g. banks, insurers) need FMA approval.

The sale of shares will be completed after drafting and signing a sale-purchase agreement by the companies involved in the transaction.

Selling company shares through mergers and acquisitions

Mergers and acquisitions are not regulated by any law in Liechtenstein, as mentioned above, however the Principality is a member states of the Economic European Area (EEA) which is why it respects the agreements signed with members of the same association. Liechtenstein also adhered to the EU’s regulations in order to grant easy access to companies on the local market

 The sale of company shares within the EEA and EU is subject to the Council Regulation No. 139/2004 which provides for mergers and acquisitions.

Shareholders of Liechtenstein selling company shares must also take into account the Employment Law, in order to make sure that the company’s employees are not in danger once the business is sold partially or totally.

Verification of share deals in Liechtenstein

Liechtenstein companies selling their shares will be controlled by the Office of Justice which will verify the transactions. The Office will review the contract, as well as the formation of the new company limited by shares once it is formed after the shares deal or the merger.

The Office will also verify the participation of employees’ representatives during negotiations and conclusion of the share sale.

Taxation of company share sales in Liechtenstein

Under the Swiss Stamp Duty Act, which applies in Liechtenstein through the customs treaty, the sale of shares in private companies is subject to the securities transfer stamp duty (0.15% on domestic securities) only if a securities dealer, such as a bank, is a party or intermediary. Separately, an issuance stamp duty of 1% is levied on capital contributions to a company when its capital is formed or increased, but the first CHF 1 million is exempt. A sale of existing shares does not trigger this issuance duty, because it does not increase the company's capital.

Other than this, companies are also subject to a corporate tax in Liechtenstein which is one of the lowest in Europe: 12.5%.

If you are interested in selling shares in a Liechtenstein company and need information on the legal requirements to complete the transaction, please contact our company formation agents. You can also rely on our company registration consultants if you want to open a company in Liechtenstein.