Registration requirement for bearer shares

Following the amendment of Liechtenstein’s Persons and Companies Act, Public Limited Companies (PLC., Ltd.) that issue bearer shares are now required to keep a share register. This requirement commenced on and from March 1st, 2013. In complying with the new requirement, a custodian must be appointed with whom the issued shares require to be registered with. The custodian requires to be registered in Liechtenstein’s Commercial Register.

1.    The Custodian

Persons may only be appointed as custodian if they :

  • are subject to the Due Diligence Act or an equivalent regulation to Directive 2005/60/EC and subject to supervision outwith Liechtenstein, or
  • have its registered office or residence in Liechtenstein and have access to a bank account in the shareholder’s name in Liechtenstein or in another EEA Member State.

2. Share Register

The custodian shall keep a share register on the bearer shares and the said register is to be kept at the Public Limited Company’s (PLC., Ltd.) registered office. Shareholders of a Public Limited Company (PLC., Ltd.) shall only be so deemed if they are registered in the share register.

3. Share Transfers

A shareholder is required to notify the custodian of his intention to transfer his bearer shares. The shareholder must provide the custodian with details of who is to acquire the said shares (including the name, date of birth, nationality, place of personal or company residence of the said person). The transfer of the bearer shares will become effective upon the registration thereof in the share register.

4. Appointment of an Auditor

The custodian and auditor of a Public Limited Company (LC., Corp.) in Liechtenstein is not permitted to be the same person. This is due to the task of the auditor, a mandatory requirement for a Public Limited Company in Liechtenstein, including investigating the compliance of the custodian with his respective duties during the auditor’s annual auditing of the company’s accounts.

5. Transitional Provisions

Shares issued by a Public Limited Company (PLC., Ltd.) before March 1st, 2013, must be registered with the custodian by March 1st, 2014. If this is not done, the shareholder will not be allowed to vote. The registration of bearer shares with the custodian after March 1st, 2014 is only possible if the shareholder concerned has a court order from the Princely Court of Justice stating that he is the lawful owner of the said bearer shares



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