What steps must a Liechtenstein AG take to appoint independent board members under the Corporate Governance Code?

Hello. As a general note, a Liechtenstein AG may have a board of directors consisting of one or more natural or legal persons. These can be either executive directors or independent directors. While executive directors are responsible for the day-to-day management of the company, the independent director typically has an oversight function (comparable to a supervisory board). Please find below a summary of the necessary steps to appoint an independent director from a Liechtenstein legal perspective.
- Prepare corporate-resolution of the shareholders’ meeting (or other competent corporate organ as set out in the statutes) appointing the new director.
- The director must accept the appointment by way of written acceptance of mandate.
- Prepare an application to the commercial register for the appointment of the new director.
- Prepare a PoA, in case a Liechtenstein attorney files the application for you.

After all documents are signed and ready to be filed, the documents are submitted to the commercial register in Liechtenstein.
If the statutes do not provide for the possibility to appoint more directors an amendment of the company’s statutes is required.
The change becomes effective upon registration in the commercial register, which will usually take between 3-5 days.
Eligibility: There a not specific requirements as regards eligibility from a corporate law perspective for an independent director.
Term: Statutory law provides for a term limit of 3 years. This may however be amended in the statutes of the company.
Disclosure duties: There are no disclosure duties to our knowledge.
Shareholder approval and minority protections: Unless otherwise specified in the statutes of the AG, the director can be appointed by vote of the majority of the shareholders (i.e. more than 50% of the votes). Unless otherwise specified in the statutes, there are no statutory minority protections in relation to the appointment of board members under Liechtenstein statutory law. Minority shareholders may however generally try to challenge a decision of the shareholders’ meeting if they think that something has been done wrong.