LIECHTENSTEIN OFFSHORE INFORMATION

A highly respected jurisdiction, normally used for holding purposes, a company limited by shares is the most popular. Can be inflexible and expensive.

ADVANTAGES	Highly respected jurisdiction. Good jurisdiction for Holding Companies
DISADVANTAGES	Large amount of paid up capital required. Civil code, rather than Common Law legal base
CORPORATE LEGISLATION SOURCE	Personen - Gesellshaftsrecht vom 20 January 1926 (Law on Persons and Companies as per 20 January 1926, L.G.B.I 1924 Nr. 4 as amended)
COMPANY STATUS	Aktiengesellschaft (Company Limited by Shares) Anstalt (Establishment) Eingetragenes Treuunternehmen (Registered Trust) Stiftung (Foundation) Treuhanderschaft (Trust)
USUAL MINIMUM CAPITAL	Company - Sfr 50,000 fully paid up Establishment / Registered Trust / Foundation - Sfr 30,000 fully paid up Trust - No fixed capital. It may be settled for instance with Sfr 1,000
COMPANY NAME	National and international terms such as 'Liechtenstein', 'state' etc may not be used
TIME TAKEN TO INCORPORATE	3 to 7 days
ARE SHELF COMPANIES AVAILABLE	Yes, but are sometimes more expensive
MINIMUM NUMBER OF SHAREHOLDERS	Company - One Establishment / Registered Trust / Foundation / Trust - None
ARE BEARER SHARES / SHARES OF NO PAR VALUE POSSIBLE?	Company - Yes, provided they are held by a custodian such as Fiduciary Trust Limited / Yes Establishment / Registered Trust / Foundation / Trust - N/A
DIRECTORS: MINIMUM NUMBER / CORPORATE DIRECTORS ALLOWED / LOCATION	One / Yes / At least one must be resident and be suitably licensed
SECRETARY: MANDATORY / CORPORATE SECRETARY ALLOWED / LOCATION	No / Yes / No restriction
IS THERE A REQUIREMENT FOR A REGISTERED OFFICE / REGISTERED AGENT	Yes / Yes
IS THERE A REQUIREMENT BY THE AUTHORITIES PRIOR TO INCORPORATION OR PRIOR TO TAX STATUS BEING GRANTED	Blockage Certificate - Confirmation from a Liechtenstein or Swiss bank that the desired capital is deposited and frozen during incorporation period
INFORMATION AVAILABLE ON PUBLIC FILE	Registered Office / Share Capital details / Directors / Articles of Association
DOCUMENTS TO BE KEPT AT REGISTERED OFFICE	Statutory Records
CORPORATE BOOKS AND SEAL	Yes / Not required but permitted
ACCOUNTS REQUIRED / FILED	Company - Yes / Yes Establishment / Registered Trust - Yes / Either annually or if the objects of the establishment do not permit any activity of a commercial nature a statement must be drawn up stating the assets of the company and advising no that no commercial activities have been carried out in the previous year Foundation - Not if the activity is non-commercial Trust - No / No
ANNUAL RETURN REQUIRED	No
WHERE ARE MEETINGS TO BE HELD	No restrictions
ANNUAL FEES PAYABLE TO THE GOVERNMENT: TAX / ANNUAL RETURN FILING FEE	0.1% with a minimum of Sfr 1,000 / Nil
ARE THERE ANY EXCHANGE CONTROLS	No
DOUBLE TAX TREATIES	None

LIECHTENSTEIN

The Principality of Liechtenstein is a hereditary monarchy situated in the heart of Europe in the Upper Rhine valley, between the Swiss canton of St Gallen and the Austrian province of Voralberg.

Politically, it is a hereditary constitutional monarchy with a democratically elected Parliament where governmental power is vested in the Prince and the people.

The capital city is Vaduz, which is the seat of the government, judicial power and national administration. 30,000 inhabitants live in an area of 160 sq km and Liechtenstein has one of the highest levels of industrialisation in Europe as well as one of the highest incomes per head of population.

Liechtenstein owes its wealth to industrial enterprises, which have made use of the manifold opportunities that have been offered here for decades, as well as to the many companies, which make important contributions to the public revenue.

Under the 1924 customs treaty with Switzerland the Principality of Liechtenstein belongs to the Swiss customs and domestic trade zone, although this treaty in no way limits the sovereignty. The official currency is the Swiss Franc.

Due to its integration in the international banking system, its political stability, its modern infra-structure and its favourable geographical position, Liechtenstein attracts many off-shore companies that benefit from these advantages of location as well as from the low taxes.

Liechtenstein's integration into Europe guarantees a safe and secure future.

Apart form numerous other offshore advantages, Liechtenstein also offers a highly efficient court system.

Company Name

The name of a company or a foundation may be chosen freely. It has to indicate the type of company by adding a designation such as Anstalt (establishment) etc. Prior to the formation of a company it has to be checked with the Liechtenstein Public Register Office whether the name chosen is available.

Minimum Capital

The minimum capital of a company limited by shares amounts to Sfr 50,000. The minimum

capital of an entity whose capital is not limited by shares amounts to Sfr 30,000.

The minimum capital has to be paid up in full. The payment has to be proved by means of a confirmation issued by a Liechtenstein or Swiss bank.

Objects

The company may pursue any specific reasonable and possible object. However, the objects must not be illegal, immoral or endanger the constitution.

In practice the objects are often defined very extensively in order not to impose any limits on international activities.

Board of Directors

The board of directors consists of one or several members, who may be Liechtenstein citizens or foreigners.

At least one member of the board of directors has to be a Liechtenstein lawyer or trustee who is also resident in Liechtenstein.

Audit Authority

If the company conducts commercial activities or if its objects as defined in its articles of association or statutes permit such activities, an audit authority has to be appointed. The audit authority is one of the company's governing bodies.

Representative

The representative is authorised to accept service for the company. He is authorised by law vis-a-vis all national courts and administrative authorities to receive declarations and notifications including servie.

However, the representative behind the company only as far as he has been explicitly authorised to do so.

The representative's name is also entered in the Commercial Register.

Time Required to Form a New Company

A company is formed upon commission of a corresponding order in writing. Within a few days the precipal receives the corresponding documents of incorporation.

Double Taxation Conventions

Liechtenstein has entered into a Double Taxation Convention with Austria in order to avoid double taxation on income and asset. This convention does not include domicilary and holding companies. Further conventions have been entered into with several Swiss cantons , namely with Fribourg, the Grisons, Schaffhausen and St. Gall. No other double taxation conventions have been concluded.

Professional Secrecy

Professional and banking secrecy are stipulated by Liechtenstein laws and are excellently protected.

Foreign authorities are granted information only within the framework of mutual assistance in criminal matters.

Amendment of Articles of Association

Amendments of the company's articles of association or statutes may be arranged and executed within a short time, whether referring to the company's name, its objects, its capital, or its organisation.

Aktiengesellschaft - Company Limited by Shares

A corporately organised association of persons with its own legal personality. Suitable for all economic objects, in particular for active international transactions, as a holding organisation for subsidiary companies, etc. For the regularion of private asset administration or asset security other organisational structures are preferable.

A limited company achieves its legal personality only after it has been entered in the Public Register. Domestic and foreign individuals or legal entities can act as founders. The minimum capital is Sfr 50,000 which can be contributed in cash or in kind. The minimum capital must be completely paid in by the shareholders, which is to be verified to the Public Register Office.

A limited company is organised in much the same way as other international companies, the general meeting is the supreme authority of the corporation, a board of directors acting as the managing and representative authority and auditors are mandatory. Additional authorities can be provided for in the articles of association.

Proper books of account must be kept and audited. The books of account may be kept in any desired

legal currency and also in a foreign language in Liechtenstein or abroad.

The audited balance sheet has to be filed with the local tax administration on a yearly basis, within 6 months of the closing date.

Auditors are compulsory and have the duty to examine the annual accounts and report to the general meeting which must be held annually and within 6 months of the close of the business year. The audit authority's mandate is subject to the holding of special qualifications and a governmental licence.

There is no income tax. There is capital tax amounting to 0.1% of the capital and reseves with a minimum payable annually of Sfr 1,000 in advance. The coupon tax of 4% becomes due upon payment of a dividend to a shareholder and is deducted from the gross amount.

Anstalt - Establishment

An establishment is also an entity with its own legal personality dedicated to a specific purpose. They are extremely versatile and their uses are very wide. An establishment may, on its own behalf, conduct commercial and financial business of any kind, or can pursue the investment and administration of assets or, with a few exceptions, any other legally permitted purpose. This sort of legal entity is preferred not only because of its tax advantages, but also because the law allows considerable freedom in defining its organisation and articles

It consists of a fund of assets which has been made independent and the liabilities of which apply only to these assts. There can be appointed beneficiaries of the establishment, ie persons who derive economic advantages from it. There are, however, no members, partners or shareholders. Consequently there is no capital divided into shares either.

The minimum capital of an establishment is Sfr 30,000. The founder is required to transfer the capital to the establishment. Upon incorporation, he acquires the so-called 'founder's rights' which can also be transferred to third parties by assignment. The holder of holders of 'founder's rights' constitute the supreme authority of the establishment. The other managers are the board of directors. Further authorities can be provided for in the articles. If commercial business is to be conducted an auditor must also be appointed.

The beneficiaries are entitled to the profits and benefits, designated either by the founder or, depending upon the provisions in the articles, by another body. The by-laws form an integral part of the articles and frequently have priority over these. They need not be deposited with the Public Register Office and can be kept strictly confidential. They may be revocable or irrevocable, modifiable or unalterable. Where no beneficiaries have been appointed it may be presumed that the founder (holder of founder's rights) personally is the beneficiary. In this case succession shall be by inheritance.

Proper books of account must be kept. Accounts must also be audited and filed with the local tax administration if the establishment is carrying out a commercial activity. The books of account may be kept in any desired legal currency and also in a foreign language in Liechtenstein or abroad.

In the case of the establishment not undertaking any commercial activity and the articles not providing for them no auditing body need be appointed. Based on this, the administrators of the establishment shall confirm to the Public Register Office (within 6 months of the close of the financial year) that a statement of assets and liabilities is available and that in the preceding year commercial activities were not pursued. The statement of assets and liabilities also need not be submitted.

There is no income tax. There is capital tax amounting to 0.1% of the capital and reseves with a minimum payable annually of Sfr 1,000 in advance.

Stiftung - Foundation

A foundation is defined as a special-purpose fund elevated to the status of a legal entity. The assets devoted to this specific purpose are made independent, are segregated from the personal assets of the founder and have their own legal personality.

The foundation may be formed as a pure family foundation (for the defrayment of expenses, for maintenance and education), or as a non-profit making foundation (the support and promotion of charitable, artistic, scientific, or social objects). A foundation is not suitable for purely commercial objects. Commercial activities may only be undertaken when such activity serves to achieve a non-commercial purpose.

A foundation exists exclusively to put the desires of the founder into effect as set forth in the foundation deed and eventual bylaws. This is accomplished by means of the foundation authorities, which therefore have essentially

executive rather than decision-making functions.

A foundation has no members or shareholders, nor does the founder himself enjoy any competences of that kind. However, foundation law provides for the nomination of beneficiaries to whose advantage the purpose of the foundation is to be implemented. The beneficiaries may also include the founder himself.

The law differentiates between family foundations, non-profit making foundations and religious foundations.

Family foundations, maintenance foundations and foundations holding and administering merely their fortune (without having a proper office administering such assets) and foundations where the beneficiaries are defined or at least definable (through by-laws) are not subject to registration but only to deposit in the Public Register.

Foundations conducting a commercial activity for the achievement of their non- commercial purpose or for the administration of their investments (such as real estate interests where profits may be distributed to beneficiaries) must be registered in the Public Register. Foundations whose beneficiaries are not definable are also subject to registration.

The beneficiaries are entitled to the profits and benefits, designated by the founder, or depending upon the provisions of the articles (or by-laws), by another body. The by-laws for an integral part of the articles and frequently have priority over these, need not be deposited with the Public Register Office and can be kept strictly confidential. The by-laws may be revocable or irrevocable, modifiable or unalterable. It is largely left to the founder to determine in the articles or by-laws, type, extent and a number of beneficiaries. Where no beneficiaries have been appointed it may be assumed that the founder himself is the beneficiary. In this case succession shall be by inheritance. The articles of family foundations can stipulate that the benefit cannot be withdrawn by way of injunction, levy of execution or bankruptcy proceedings. The beneficiaries have a certain legal right to obtain an assurance that their beneficial interests are duly safeguarded.

Proper books of account need only be kept if the foundation is carrying out a commercial activity, in which case accounts must also be audited and filed with the local tax administration.

In the case of the foundation not undertaking any commercial activity and the articles not providing for them no auditing body need be appointed. Based on this, the administrators of the foundation shall confirm to the Public Register Office (within 6 months of the close of the financial year) that a statement of assets and liabilities is available and that in the preceding year commercial activities were not pursued. The statement of assets and liabilities also need not be submitted.

There is no income tax. There is capital tax amounting to 0.1% of the capital and reserves with a minimum payable annually of Sfr 1,000 in advance

Eingetragenes Treuunternehmen - Registered Trust

A registered trust is also an entity with its own legal personality dedicated to a specific purpose. The essential feature of a registered trust is that assets are transferred from the settlor to the trustee(s) so that the laterter, using the trust assets, can operate a legally independent enterprise for the benefit of the beneficiaries.

A trust enterprise, can with a few exceptions, be set up for any defined and possible purpose that is not illegal or immoral. These include especially investment, asset administration and holding functions, or also family welfare, benevolent or charitable purposes. A business involving commercial activity can also be operated in the form of a registered trust.

The minimum capital of a registered trust is Sfr 30,000. The founder is required to transfer the capital to the establishment. Upon incorporation, he acquires the so-called 'founder's rights' which can also be transferred to third parties by assignment. The holder of holders of 'founder's rights' constitute the supreme authority of the establishment. The other managers are the board of directors. Further authorities can be provided for in the articles. If commercial business is to be conducted an auditor must also be appointed.

Proper books of account must be kept. Accounts must also be audited and filed with the local tax administration if the registered trust is carrying out a commercial activity.

In the case of the registered trust not undertaking any commercial activity and the articles not providing for them no auditing body need be appointed. Based on this, the administrators of the establishment shall confirm to the Public Register Office (within 6 months of the close of the financial year) that a statement of assets and liabilities is available and that in the preceding year commercial activities were not pursued. The statement of assets and liabilities also need not be submitted.

There is no income tax. There is capital tax amounting to 0.1% of the capital and reseves with a minimum payable annually of Sfr 1,000 in advance.

Treuhanderschaft - Trust

The trust, in contrast to the other forms of entities, does not acquire a legal personality and is modelled after the Anglo-American common law trust. It may be used in a similar manner to the foundation, its structure, however, is somewhat less hampered, because there is no restriction of purpose as provided for in the foundation law.

The settlor transfers a movable or immovable asset or rigt (as trust property) to the trustee with the obligation to hold or make use of this as trust property as an independent legal owner for the benefit of one or more third parties (beneficiaries).

The trust relationship is established by written agreement between the settlor and the trustee, by unilateral written statement of the settlor, or by last will and testament.

When entering the trust relationship in the Public Register the trust itself is to be designated distinctively, and the date of its foundation, its term and name and the domicile of the trustee have to be notified. This registration is not required if the trust deed itself is deposited at the Public Register Office within 12 months from the foundation of the trust. In this case, the existence of the trust settlement is not evident in any register and inspection is only possible when a beneficial interest can be proven. In this case the beneficiary's names should not be contained in the trust deed but in a letter of wishes.

There is no legally prescribed minimum capital for a trust. However, as soon as the trust property disappears and is not replaced, the trust ceases by virtue of the law.