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Managing Directors

In a two-tier-setup, the Managing Directors (MDs) are part of an organizational structure which includes 2 governing bodies in the Company, the other governing body being the BoD. The BoD may appoint one or more MDs. If there are 2 or more MD’s, such MDs collectively form an Executive Board (“EB”). The MDs are in charge for the day-to-day management and is supervised by the BoD.

Division of Duties: If permitted by the Articles of Association (“AoA”), the BoD may delegate some of its powers to the MDs. In general, the MDs are entrusted with the day-to day management and business administration of the Company. [...] The General Meetin (“GM”) or the AoA may freely regulate the delegated powers and their limits. The AoA also define the powers which cannot be delegated by the BoD. The BoD does not have the right to decide on issues which are within the competence of the MDs. However, it may be specified in the AoA that the MDs require the consent from the BoD to decide on issues of major importance.

Composition: The number of members can freely be determined by the AoA. At least one MD (who is authorized to manage and represent) 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 MDs are appointed and dismissed by the BoD.

Alternates: Alternates (in German: “stellvertretende Geschäftsführer”) may be appointed under the same conditions as regular MDs.

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.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman of the BoD (as set out in the AoA).

As defined in the AoA.

No.

No.

Yes, if permitted by the AoA, all BoD members attend the Meeting in person and no BoD member objects.

Convening may be effected in any reasonable form (e.g. by letter, phone, e-mail etc.) unless otherwise set out in the AoA.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Chairman of the BoD.

At the date as stipulated in the convening notice.

Yes.

No.

No, however, if no BoD member disagrees, Circular Resolutions may be passed in writing. In such case, no physical meeting is necessary.
3

Filing of application with the Liechtenstein Public Register.

(i) Written application;

(ii) Minutes of the BoD Meeting or written Circular Resolution;

(iii) Deed of Acceptance.

Yes, to be signed by the BoD members in required number (i.e. joint or individual signature).

Filing without undue delay.

Yes.

Yes, the Deed of Acceptance has to be notarized.

No.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
Without undue delay

As set out in the AoA + without undue delay*

*The need for notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Chairman of the BoD (as set out in the AoA).

As defined in the AoA.

No.

No.

Yes, if permitted by the AoA, all BoD members attend the Meeting in person and no BoD member objects.

Convening may be effected in any reasonable form (e.g. by letter, phone, e-mail etc.) (unless otherwise set out in the AoA).
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the Chairman of the BoD.

At the date as stipulated in the convening notice.

Yes.

No.

No, however, if no BoD member disagrees, Circular Resolutions may be passed in writing. In such case, no physical meeting is necessary.
3

Filing of application with the Liechtenstein Public Register.

(i) Written application;

(ii) Minutes of the BoD Meeting or written Circular Resolution.

Yes, to be signed by the BoD members in required number (i.e. joint or individual signature).

Filing without undue delay.

Yes.

No.

No.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
Without undue delay

As set out in the AoA + without undue delay

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Lampert & Partner Attorneys at Law Ltd. has provided all input about changing board members in [...] Liechtenstein.

Founded in 1996, Lampert & Partner Attorneys at Law Ltd. is a full-service international law firm with an emphasis on Corporate and Commercial Law, White-Collar Crime, and Asset Tracing & Recovery. The firm handles high-profile cases, and the partners and associates are dedicated to advising several national governments as well as many prominent corporate and individual clients. The law firm is a member of the ICC’s FraudNet and other important legal networks and organisations.

For more information about Lampert & Partner Attorneys at Law Ltd. and changing board members in Liechtenstein, please use the below contacts:

TEL: +423 233 45 40
EMAIL: lampert@lplaw.li
WEB: www.lplaw.li