Fee quote

Managing Directors

A Liechtenstein Limited Liability Company (“LLC”) is legally represented by its Managing Directors (MDs), usually being the Members of the Company. The MDs are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they run the business of the Company by making all management decisions.

[...]

Division of Duties: The General Meeting (“GM”) or the Articles of Association (“AoA”) may freely regulate the delegation, for example by detailing the delegated powers and their limits. The AoA also provide the powers that cannot be delegated by the GM.

Composition: The number of MDs is freely determined by the AoA or by the GM. At least one BoD member 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 MDs are appointed and dismissed by the GM. The GM can, at all times and without any justification or compensation, decide to dismiss one or more MDs. MDs can resign at any time

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
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

As defined in the AoA.

No.

No.

Yes, if all Members attend the GM in person or via proxies, no Member objects and unless the AoA contains provisions to the contrary.
2

GM.

Minutes of the GM.

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

At the date as stipulated in the convening notice.

Yes.

No.

No, and a physical meeting is always necessary.
3

Filing of application with the Liechtenstein Public Register.

(i) Written application;

(ii) Minutes of the GM;

(iii) Deed of Acceptance.

Yes, to be signed by the MDs 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 a physical meeting and notarization may take additional time.
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

As defined in the AoA.

No.

No.

Yes, if all Members attend the GM in person or via proxies, no Member objects and unless the AoA contain provisions to the contrary.
2

GM.

Minutes of the GM.

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

At the date as stipulated in the convening notice.

Yes.

No.

No, and a physical meeting is always necessary.
3

Filing of application with the Liechtenstein Public Register.

(i) Application in written form;
(ii) Minutes of the GM.

Yes, to be signed by the MDs 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*

*The need for a physical meeting may take additional time.
Download/print Checklist Fee quote
Fee quote

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