Liechtenstein: Governing Laws/Bylaw Requirements

Liechtenstein Company Law Article 280 notes some provisions that may be drawn up in a company’s by-laws if necessary. It reads:

“Provisions which pursuant to the regulations of the law are only valid if they are provided in the articles (by-articles) are, in particular, the following:

  1. Information concerning contributions to capital which are not made in cash, acceptance of assets, with notification of the acceptance price, acceptance of shares or other performances in lieu of payment, with statement of the number of shares, stipulation of special advantages in excess of the usual bank commission in favour of one or certain shareholders or other persons, with the names of such persons, issuance of dividend-right certificates to these as well as any other kind of founders’ advantages whatsoever,
  2. regulations relating to article amendments, business expansion, business limitation, capital increase, capital reduction, fusion, which deviate from the legal provisions,
  3. the admissibility of acquiring own shares for valuable consideration for the purpose of amortisation pursuant to the articles or repayment of the nominal capital and the conversion of shares,
  4. the number of shares, if any, to be deposited by members of the board of directors,
  5. building interest promise,
  6. limitation of the duration of the undertaking,
  7. penalties for delay in the taking up of shares,
  8. release from the duty of payment on shares in excess of one half or a higher quota of the nominal capital,
  9. the preclusion or limitation of the transfer of registered shares,
  10. issuance of founder’s share certificates, dividend-right certificates and dividend shares as well as the issuance of preference and ordinary shares below the par value or shares with multiple voting rights, bonus shares or convertible bonds and the taking up of convertible loans,
  11. limitation of the shareholders’ right to vote and right to be represented,
  12. the matters concerning which resolutions cannot be passed by a simple, but only by a larger majority or concerning which a resolution can be passed when a certain number of shares are represented or in accordance with other requirements,
  13. authorisation to transfer certain powers of the administration to individual members or third parties and the appointment of a board of directors,
  14. regulations concerning the organisation of the audit authority and the extension of its powers and duties which go beyond the legal provisions,
  15. regulations which supplement the legal provisions concerning the drawing up and examination of the balance sheet and the calculation and distribution of the profit.


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