The Board of Directors (“BoD”) is the administrative body of a Liechtenstein Joint Stock Corporation (“JSC”), which can consist of one or more members and is elected by the General Meeting (GM). The BoD is responsible for the management and representation of the JSC. It has all powers that have not been assigned or reserved for another body, e.g. the Managing Directors (“MDs”) or an Executive Board (“EB”) (if there are two or more Managing Directors (“MDs”) such MDs collectively form the Executive Board). [...]

Division of Duties: The BoD is responsible for taking and implementing all measures which are necessary or useful to accomplish the Company’s corporate purpose, unless the law or the Company’s Articles of Association (“AoA”) expressly reserves certain specific matters to another governing body. With respect to the external representation of the Company, the AoA can provide that one or more BoD members have the power to legally represent the Company.

Composition: The BoD must be composed of at least one member (natural or juridical persons). A JSC with a share capital of CHF 1 million or more must be composed of at least 3 BoD members. At least one member of the BoD (who is authorized to manage and represent the Company) must be a citizen of the European Economic Area (or be granted equal treatment pursuant to an international agreement, e.g. Switzerland) being in possession of and holding a license according to the Liechtenstein Trustees Act or the 180a Act, if the Company is not acting under a specific license (commercial, banking or other license).

Appointment/Dismissal Competence: The BoD members are appointed by the GM. The term of office for a BoD member is initially 3 years and thereafter 6 years, provided that the AoA does not determine a shorter term of office. The mandate, however, may be renewed at all times. The GM can, at all times and without any justification or compensation, decide to dismiss one or more of the BoD’s members. A BoD member can resign at any time.

Alternates: Alternates (in German: “stellvertretende Geschäftsführer”) are not required by law, but may be appointed by the GM. The AoA may provide for the necessity of Alternates.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Liechtenstein on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Lampert & Partner Attorneys at Law Ltd. before actually changing any board members in Liechtenstein.