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MERGERS & ACQUISITIONS LIECHTENSTEIN

Overview Mergers, acquisitions, and corporate transformations in Liechtenstein occur within a unique nexus of domestic law and European Economic Area (EEA) frameworks.  Liechtenstein’s small yet sophisticated market means that most transactions are cross-border in nature, often involving foreign investors or group restructurings across jurisdictions.  The Principality’s Persons and Companies Act (Personen- und Gesellschaftsrecht) (PGR) provides the foundation for domestic corporate mergers, conversions, and other transformations.  In parallel, as an EEA member, Liechtenstein implements key EU directives that harmonise cross-border merger and reorganisation procedures across Europe.  This dual regime ensures that Liechtenstein’s M&A landscape is both deeply integrated with European standards and tailored to the local context.  The result is a highly formalised yet flexible legal framework that allows companies in Liechtenstein to engage in complex cross-border transactions with legal certainty and predictable outcomes. Recent years have seen significant legal developments in this area.  In particular, the EU’s company law directives – notably the Cross-Border Mergers Directive (Directive 2005/56/EC, now codified in Directive (EU) 2017/1132) and the new Mobility Directive (Directive (EU) 2019/2121 on cross-border conversions, mergers, and divisions) – have reshaped Liechtenstein’s corporate transformation regime.  These reforms introduce harmonised procedures for cross-border mergers and, for the first time, create statutory pathways for cross-border conversions and divisions (“spin-offs”), which were previously undertaken only via bespoke solutions.  Against this backdrop, Liechtenstein’s M&A activity, though modest in absolute numbers, mirrors broader European trends with active sectors in fintech and manufacturing and a prevalence of private cross-border deals.  This chapter provides an in-depth analysis of the legal framework governing mergers and transformations in and around Liechtenstein, recent regulatory changes and EEA influences, as well as market trends and illustrative case studies reflective of Bergt Law’s advisory scope in high-value cross-border transactions. EU law in Liechtenstein: application & implementation As an EEA member (though not in the EU), Liechtenstein adopts EU company law directives once they are incorporated into the EEA Agreement via decisions of the EEA Joint Committee.  There is no automatic applicability of EU regulations and/or directives; instead, the Joint Committee expressly decides to incorporate a directive into the EEA’s legal acquis, after which Liechtenstein enacts implementing legislation to transpose the directive’s requirements.  This mechanism has been used to bring the EU’s cross-border merger rules into Liechtenstein’s legal order, ensuring Liechtenstein companies enjoy the same opportunities and protections in cross-border restructurings as their EU counterparts. However, the complex procedures within the EEA sometimes may lead to implementation delay, such as in the case of Directive (EU) 2019/2121 – the so-called Mobility Directive.  Although EU Member States were required to transpose Directive 2019/2121 by 31 January 2023, the EEA European Free Trade Association (EFTA) states (Liechtenstein, Norway, Iceland) experienced some delay in incorporation.  The Joint Committee had to adopt a decision to append this directive to the EEA Agreement’s Annex (Company Law).  As of March 2025, the Joint Committee has adopted Decision No. 85/2025 to incorporate the Mobility Directive into the EEA Agreement, and Liechtenstein is now moving to implement it into national law.  At the time of writing, the directive’s entry into force in Liechtenstein is pending final domestic ratification formalities, but the legislative groundwork is expected to be completed imminently.  This means that during 2025, Liechtenstein will likely amend the PGR (and possibly related statutes) to include the new cross-border conversion and division procedures.  A similar process is underway or completed in many EU Member States (for example, Luxembourg implemented the directive in early 2025, and Germany did so in 2023), ensuring Liechtenstein remains aligned with European norms. The implementation of Directive 2019/2121 in Liechtenstein is expected to further increase legal certainty and flexibility for corporate structuring.  By formalising the procedures for cross-border conversions and divisions, the law will provide companies with greater planning reliability and a uniform roadmap for complex reorganisations.  From a policy perspective, it closes loopholes and imposes checks to prevent abuse (such as the requirement of independent experts to confirm that a conversion is not devised to escape debts or harm minority shareholders).  While the new rules introduce some additional formality – more documentation and oversight – they also bring procedural simplifications (for example, standardised forms and coordination). Liechtenstein’s legal framework for mergers and transformations The Liechtenstein PGR is the principal statute governing corporate mergers, acquisitions, and transformations.  The PGR sets out the mechanics for domestic mergers, allowing companies to merge by absorption or unification (similar to merger by acquisition or merger by formation of a new company). For instance, Articles 351 et seq. PGR outline the procedure for national mergers within Liechtenstein, including requirements for merger agreements, shareholder approvals, creditor protection, and registration.  These provisions enable two Liechtenstein companies to merge through universal succession of assets and liabilities, with the absorbed company dissolving without liquidation. Liechtenstein law also permits transformation (Umwandlungen) or conversions of corporate form under the PGR – for example, a company can change its legal form (such as from a limited company to a partnership or vice versa) under prescribed conditions to ensure continuity of legal personality.  Notably, minority shareholders are afforded protection in such fundamental changes; if a merger or conversion alters shareholder rights or the company’s legal form, dissenting shareholders may have exit or compensation rights under the PGR’s provisions (e.g. in the event of a change of corporate form or relocation of the registered office abroad, the law provides mechanisms to safeguard minority interests). A crucial part of corporate mergers, acquisitions and/or transformations may be the involvement of authorities.  On the one hand, Liechtenstein’s framework does not establish a standalone national antitrust or merger control regime; instead, EEA competition law applies directly (including the EU Merger Regulation for large transactions).  However, on the other hand, other regulatory approvals can be critical in M&A deals.  The Financial Market Authority (FMA) oversees transactions involving regulated entities (banks, insurers, asset managers, fintech companies, etc.), particularly changes of ownership or qualifying holdings in such firms.  Any acquisition of a regulated Liechtenstein company requires FMA approval of the acquirer’s fitness and propriety, and the FMA has seen a rise in such approvals with increasing deal activity in financial services. Additionally, the Office of Justice (Amt für Justiz) plays a key role in corporate transformations: it administers the Commercial Register where mergers, conversions, and new entities must be registered, and it performs a legality review for mergers.  In the case of cross-border mergers, the Office of Justice scrutinises the transaction to ensure compliance with all legal requirements and issues a pre-merger certificate attesting that the merging Liechtenstein company has fulfilled the necessary pre-merger acts (Article 352e PGR).  Only upon this authority’s approval and the registration in the Commercial Register does a merger take legal effect, at which point it becomes final and irreversible (a cross-border merger that has taken effect cannot be declared null and void once registered).  This rigorous oversight guarantees that corporate transformations meet all statutory safeguards – protecting creditors, employees, and minority shareholders – before they are recognised. In Liechtenstein, the participation rights of employees in cross-border mergers are regulated under the Mergers Employee Participation Act (Fusions‑Mitbestimmungs-Gesetz) (FMG).  With the implementation of Directive 2019/2121, these rights are to be extended to cover cross-border relocations of registered offices and cross-border demergers.  Accordingly, the existing FMG will undergo a comprehensive revision and will be renamed the “Restructuring Act” (UMG).  This new law will govern employee participation rights across all three forms of cross-border restructuring.  Thus, the provisions on employee participation in cross-border mergers will be revised, and new rules will be introduced for employee participation in cross-border relocations of registered offices and demergers.  The adjustments required for the implementation of the EU directive regarding employee participation in the case of a cross-border merger primarily include the following changes: Limitation of the right of the competent management and administrative bodies of the companies involved to decide not to initiate negotiations on employee participation. Extension of the applicability of existing employee participation systems to all cases involving a domestic or cross-border relocation of a registered office, merger, or demerger that follows a cross-border restructuring. The procedure for establishing employee participation rights in the event of a cross-border relocation of the registered office or a demerger will essentially follow the same model as the procedure for cross-border mergers.  Before issuing the pre-merger certificate, the Office of Justice shall carry out a misuse check if there are specific indications of abuse.  This includes cases where employee rights are intentionally withdrawn or circumvented. In Liechtenstein M&A practice, the most common method to acquire a company is a share deal, i.e. purchasing the shares (or other ownership interests) of the target company.  This is favoured for its simplicity and the ability to transfer the business as a going concern without necessitating assignment of individual assets or contracts.  However, the legal framework also accommodates asset deals (asset transfers), which are typically used only when a transaction involves carving out a specific business unit or when certain liabilities must be excluded.  Notably, the PGR’s provisions allow entire business undertakings or assets to be transferred by universal succession in a merger or division, which can simplify restructuring as compared to a piecemeal asset sale.  In cross-border contexts, mergers and demergers can achieve similar outcomes to share purchases – for example, two companies can merge into one, with shareholders of the disappearing company receiving shares of the survivor as consideration.  From a tax perspective, share deals in Liechtenstein typically do not trigger VAT, while asset deals may be subject to VAT (8.1%); also, capital gains from share sales are generally exempt from corporate income tax, whereas asset deals may generate taxable gains on the sale of individual assets.  For all transactions it is recommended to assess under applicable tax laws in relevant jurisdictions whether a book-value transfer instead of fair value transfer is possible, and whether hidden reserve taxation – also as part of exit or withholding taxation – and acquisition levies could crystallise. Regarding cross-border demergers, to implement Directive 2019/2121, the national legislator shall now also address cross-border demergers of capital companies within the EEA in the PGR, not only national demergers as it stands in current law.  However, according to the legislative status quo, this will be limited to demergers involving the formation of new companies.  That is, a cross-border demerger shall result in the establishment of a new capital company.  An already existing company cannot act as the receiving company in such a demerger.  However, the law shall provide for: cross-border full demergers (Aufspaltungen); partial demergers (Abspaltungen); and hive-downs (Ausgliederungen) for the formation of new companies. These can occur in exchange for shares, and possibly a cash compensation that does not exceed 10% of the nominal value of the shares granted. In summary, Liechtenstein’s domestic law (PGR) provides a robust framework for carrying out mergers, conversions of corporate form, and other transformations, while specialised regulations and EEA-aligned oversight ensure that stakeholder rights are protected throughout these transactions.  The interplay of Liechtenstein’s corporate statutes with EEA directives forms a comprehensive regime enabling even complex multi-jurisdictional mergers to be executed under a clear rule of law. Market trends Though Liechtenstein is one of Europe’s smallest countries, its M&A market reflects disproportionate dynamism thanks to the presence of globally active companies and its role as a hub for private wealth and holding structures.  The volume of M&A transactions involving Liechtenstein companies is relatively modest in absolute terms – on average only a handful of deals are publicly reported each year – but these deals often involve cross-border elements and significant values, especially in finance and industry.  In the absence of comprehensive public statistics for Liechtenstein-specific M&A, one must extrapolate from regional trends and known transactions. The years 2023 and 2024 saw a mixed M&A climate in Europe.  After a slowdown in 2022–2023 due to global economic headwinds (inflation, interest rate rises, and geopolitical uncertainties), the deal environment began to recover in late 2024.  Europe overall experienced a resurgence in certain sectors: for instance, financial services M&A picked up by roughly 20–25% in deal count in 2024 according to industry analyses, and fintech acquisitions regained momentum as valuations stabilised and investors sought strategic tech capabilities. Likewise, the industrial and manufacturing sector, while facing cost pressures, saw continued consolidation as companies aimed to secure supply chains and adopt new technologies (Industry 4.0), leading to targeted acquisitions of niche manufacturers across borders.  Liechtenstein’s M&A activity tends to follow these macro trends. The country’s stable, low-tax environment and its customs and currency union with Switzerland and access to the EU/EEA single market make it an appealing base for companies, which in turn means inbound investment through acquisitions remains steady.  There is a healthy balance between inbound and outbound transactions: foreign investors often acquire Liechtenstein companies for entry into European markets, and Liechtenstein-based firms (some of which are multinational groups themselves) acquire companies abroad for expansion.  Domestic-only deals are less common simply because there are relatively few large independent companies entirely within Liechtenstein; many domestic businesses are subsidiaries of international groups or are holding companies with assets elsewhere. Focus 1: financial sector A significant portion of Liechtenstein’s M&A deals are in the financial sector, broadly defined to include banking, insurance, asset management, and fintech.  The financial industry is a cornerstone of Liechtenstein’s economy and has been undergoing consolidation and innovation.  In recent years, there has been increased deal activity among regulated financial service providers – for example, insurance companies merging to achieve scale, private banks acquiring wealth management teams or client portfolios, and fund management firms consolidating operations.  Liechtenstein’s banks and fiduciary service providers have also attracted strategic partnerships; notable was the trend of Swiss and European banking groups taking stakes in Liechtenstein banks or vice versa, aiming to combine Liechtenstein’s bespoke private banking expertise with broader distribution networks.  The fintech and cryptocurrency sector is particularly vibrant in Liechtenstein, spurred by the country’s forward-leaning regulatory approach (Liechtenstein was one of the first jurisdictions to enact a comprehensive blockchain act, the 2020 Token and Trusted Technology Service Providers Act, which has drawn many fintech startups to establish there).  This has led to transactions where larger foreign fintech companies or even traditional financial institutions acquire Liechtenstein-licensed fintech startups to leverage their regulatory approvals and technology. For instance, one could observe a scenario of a UK digital asset exchange acquiring a Liechtenstein crypto-custodian – a deal that allows the acquirer to benefit from Liechtenstein’s regulatory regime, while providing the Liechtenstein company with growth capital and market access.  Indeed, such strategic acquisitions have been anticipated by market commentators as fintech firms mature and early investors seek exits.  The private equity industry is also active: many investments in Liechtenstein companies (or holding companies) are driven by private equity or venture capital funds, which contribute to cross-border deal flow as they buy or sell portfolio companies that have a Liechtenstein presence. The prevalence of private equity means that a number of deals are not publicly disclosed, but law firms are involved behind the scenes in structuring and negotiating these transactions, often across multiple jurisdictions. Focus 2: industrial and manufacturing sector Liechtenstein is home to globally competitive industrial companies – notably in precision manufacturing, engineering, and related technologies.  A prime example is the manufacturing sector, which includes businesses like Hilti (construction technology), Thyssenkrupp Presta (automotive steering systems, with major operations in Liechtenstein), and Neutrik (electronic connectors), among others.  These companies have international footprints and engage in M&A to acquire new technologies, expand into new markets, or optimize their supply chains.  Manufacturing M&A involving Liechtenstein often has a cross-border character; for example, a Liechtenstein-based tool manufacturer might acquire a smaller German tech firm specializing in automation to enhance its production efficiency, or an Asian industrial conglomerate might target a Liechtenstein precision engineering firm to gain a foothold in European high-end manufacturing.  In the last few years, despite global manufacturing facing challenges from supply chain disruptions, M&A in this sector remained driven by the need for innovation and vertical integration.  We observe that family-owned industrial groups in Liechtenstein (often structured with a Liechtenstein holding company for a family business empire) are engaging in succession-driven sales or partnerships.  Once such case is a Liechtenstein family holding company divesting a subsidiary to a Swiss competitor as part of generational change – the structure involved selling the shares of a Liechtenstein AG that holds a manufacturing plant in Switzerland.  Such deals require navigating multiple legal systems (Liechtenstein for the holding vehicle, foreign jurisdictions for operating subsidiaries) and benefit from Liechtenstein’s flexible corporate law in preparing the transaction (for instance, converting an Anstalt into a joint-stock company to facilitate share transfer, or doing a cross-border merger of a subsidiary up into the Liechtenstein parent before selling the combined entity). Focus 3: holding companies Holdings and Outbound Investments: Liechtenstein is frequently used as a base for holding companies of international groups, particularly for families and entrepreneurs from Europe or beyond who value asset protection and a stable jurisdiction.  Consequently, some M&A transactions involving Liechtenstein are essentially holding company deals – transactions where the target is a Liechtenstein holding entity that indirectly owns businesses in other countries.  For example, an investor might purchase a Liechtenstein holding company that controls operating companies in the EU.  Alternatively, we have seen instances where Middle Eastern or Asian investors establish a Liechtenstein holding company to consolidate various European acquisitions; later, that Liechtenstein vehicle itself might merge with another foreign holding as part of a larger merger of two international groups. Thus, Liechtenstein can be both the entry point and the nexus for complex multi-jurisdictional M&A.  Because of these patterns, inbound vs outbound M&A is a blurred distinction – many transactions are simultaneously inbound and outbound (foreign buyer, foreign assets, but Liechtenstein entity in the structure).  The balance of activity tends to track global capital flows: in bullish markets, inbound investment through M&A into Liechtenstein increases (often driven by foreign investors seeking European targets), whereas in more volatile times, Liechtenstein companies with strong balance sheets may go bargain hunting abroad, increasing outbound acquisitions. Excursus: stock exchange and public M&A Recently, Liechtenstein introduced provisions concerning the operationalisation of stock exchanges (Act of 5 December 2024 on the Operation and Supervision of Trading Venues and Stock Exchanges (Trading Venue and Stock Exchange Act (HPBG)). However, Liechtenstein does not have its own stock exchange (and probably will not have one in the near future); companies based in Liechtenstein that are publicly traded usually list on foreign exchanges (often in Switzerland or Germany).  As a result, public M&A (takeovers of publicly listed companies) involving Liechtenstein is rare and typically occurs via foreign market procedures.  For example, if a Liechtenstein-incorporated company is listed in Switzerland, any takeover would follow Swiss takeover law under the oversight of the Swiss Takeover Board.  Liechtenstein has relatively few listed companies, so this has not been a major feature of the market.  Instead, most deals are private M&A – either private equity transactions or strategic mergers between companies.  Hostile takeovers are virtually unheard of in Liechtenstein’s context, given the closely held nature of most companies; deals are generally friendly and negotiated.  Nevertheless, hostile takeover protection mechanisms are more relevant, especially for international corporations with a foothold in Liechtenstein, next to structural set-ups through foundations, poison pills (shareholder rights plans), dual-class shares, golden parachutes, staggered boards, share repurchase provisions, greenmail restrictions, are but a few of effective possibilities due to Liechtenstein’s flexible and liberal corporate law.  The concept of activist shareholders influencing M&A is also not prominent in Liechtenstein, again due to the lack of widely held public corporations.  Institutional investors (like large funds) play a role mainly as acquirers or sellers rather than agitators; for instance, an institutional investor might decide to exit an investment by selling a Liechtenstein holding company to a strategic buyer, thereby triggering an M&A transaction. Current developments As of mid-2025, momentum in Liechtenstein’s M&A is cautiously optimistic.  The fintech and digital assets sphere is a key driver – with regulatory clarity and the broader fintech rebound, we expect more consolidation and investment in crypto exchanges, blockchain service providers, and payment startups based in Liechtenstein. The manufacturing and industrial sector is also poised for activity as European supply chain reorientation (partly influenced by geopolitical shifts) motivates companies to consolidate operations in stable jurisdictions; Liechtenstein firms could be targets or acquirers in this reshuffling.  Another factor is the global trend of re-domiciliation for tax and regulatory reasons: some companies or funds might relocate to Liechtenstein (or conversely Liechtenstein entities might move abroad) depending on international tax changes (like OECD’s global minimum tax initiatives). The new Mobility Directive rules will likely facilitate such moves, so we anticipate a few high-profile cross-border conversions once the law is in place – for example, a scenario where a Liechtenstein holding company converts into an Austrian company to join that country’s group taxation scheme, or a foreign fund vehicle moves to Liechtenstein for investor convenience.  Overall, deal practitioners forecast that M&A activity in Liechtenstein will modestly increase in the coming year, bolstered by the increased certainty in legal processes and the continued strength of key sectors.  Every indication is that Liechtenstein will remain an attractive, business-friendly jurisdiction, leveraging its legal stability to punch above its weight in the world of cross-border transactions. Conclusion Mergers, acquisitions, and corporate transformations in Liechtenstein sit at the intersection of national corporate law and European law, offering companies a robust framework for both domestic and cross-border reorganisation.  Liechtenstein’s PGR provides a time-tested foundation for corporate transactions, while its implementation of EEA directives ensures that cross-border mergers (and soon conversions and divisions) can be carried out with the same predictability as in any EU Member State.  The recent adoption of the Mobility Directive marks a new era: Liechtenstein is poised to expand its legal infrastructure, enabling seamless cross-border conversions and spin-offs with unprecedented clarity and security.  These legal tools will undoubtedly enhance the Principality’s attractiveness for entrepreneurs and international groups considering corporate mobility or restructuring. From a market perspective, Liechtenstein continues to demonstrate that a small jurisdiction can play a big role in global M&A.  Its key sectors – notably finance (including fintech) and manufacturing – are well integrated into international markets, and transactions often reflect this integration by spanning multiple countries.  While Liechtenstein’s deal flow may not be high in number, it is high in complexity and value, requiring specialised legal expertise.  Issues such as regulatory approvals (e.g. FMA oversight of financial mergers), cross-border legal compliance, and multi-jurisdictional tax considerations are commonplace in Liechtenstein deals, making experienced legal counsel indispensable.  The practical realities of recent years (from economic fluctuations to technological disruption) have shaped M&A activity, but the outlook remains positive: as global conditions improve and new legal frameworks reduce friction in cross-border operations, Liechtenstein is expected to see a continued stream of strategic M&A activity.  Sectors like fintech, which leverage Liechtenstein’s innovative laws, and industrials, which benefit from its stability, will lead the charge. Bergt Law stands at the forefront of these developments.  The firm’s deep involvement in legislative processes and its hands-on experience with cross-border transactions position it as a thought leader and trusted advisor in the field.  Whether it is navigating the intricacies of a cross-border merger in line with PGR Article 352a et seq., advising on the implementation of new rules for conversions and divisions, or crafting bespoke solutions for transactions that fall outside the standard frameworks, Bergt Law brings a blend of academic rigor and practical savvy to the table.  In the evolving landscape of Liechtenstein and EEA corporate law, having counsel who can combine advanced legal analysis with a strategic business understanding is crucial – and this is precisely the value that Bergt Law provides to its clients. In summary, Liechtenstein offers a highly developed, EEA-harmonised legal environment for M&A and corporate transformations, which is continually being refined through both domestic innovation and European integration.  The country’s legal system – anchored by the PGR and augmented by EU directives – ensures that even the most complex cross-border deals can be executed with legal certainty and efficiency.  As this chapter has shown, the synergy of Liechtenstein’s law with European corporate directives creates fertile ground for cross-border mergers, acquisitions, conversions, and divisions.  With expert guidance, companies can leverage these laws to achieve their strategic objectives, whether that means expanding through a merger, relocating via a conversion, or optimising structure via a division.  Liechtenstein may be small, but in the realm of international M&A and corporate restructuring, it punches well above its weight – and firms like Bergt Law are there to make sure each punch lands with precision and impact. Sources Liechtenstein Persons and Companies Act (Personen- und Gesellschaftsrecht) (PGR) Official Consolidation available at: https://www.gesetze.li Relevant articles: Articles 351–356 PGR (Mergers), Articles 333–339 PGR (Conversions), and related transformation provisions. Directive 2005/56/EC – Cross-Border Mergers of Limited Liability Companies Now repealed and incorporated into Directive (EU) 2017/1132 https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32005L0056 Directive (EU) 2017/1132 – Codification of EU company law, including mergers and divisions https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32017L1132 Directive (EU) 2019/2121 (Mobility Directive) – Cross-border conversions, mergers, and divisions https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32019L2121 EEA Agreement (Annex XXII – Company Law) The legal basis for implementing EU company directives in EEA States (including Liechtenstein). https://www.efta.int/eea-lex EEA Joint Committee Decision No. 85/2025 – Incorporating Directive (EU) 2019/2121 into the EEA acquis (14 March 2025) Liechtenstein Law of 16 September 2009 on Employee Participation in Cross-Border Mergers National implementation of employee participation under the original EU Cross-Border Mergers Directive. Liechtenstein Financial Market Authority Guidance on acquisition of qualifying holdings in regulated entities. https://www.fma-li.li Liechtenstein Office of Justice (Amt für Justiz) Commercial Register, Pre-merger Certification, and Legality Reviews. https://www.llv.li Swiss Takeover Board (for public M&A involving Liechtenstein companies listed in Switzerland) https://www.takeover.ch European Commission – DG FISMA (Financial Stability, Financial Services, and Capital Markets Union) Company law and corporate governance updates. https://finance.ec.europa.eu European Parliament Research Service (2021). “Reforming EU Company Law: Cross-border Conversions, Mergers, and Divisions” https://www.europarl.europa.eu/thinktank EY, “European financial services M&A activity picked up in 2024, with deal volume reaching a nine-year high” (14 January 2025) https://www.ey.com/en_gl/newsroom/2025/01/european-financial-services-m-and-a-activity-picked-up-in-2024-with-deal-volume-reaching-a-nine-year-high McKinsey & Company, “M&A Annual Report: Is the wave finally arriving?” (19 February 2025) https://www.mckinsey.com/capabilities/m-and-a/our-insights/top-m-and-a-trends    
12 December 2025
Banking & Finance

Nuances of Liechtenstein Tax Structure: An Overview of the Taxation of Natural and Legal Entities and International Tax Law

Direct Taxes on Natural Persons In Liechtenstein, natural persons are subjected to wealth and income taxes. Both state and municipal taxes are imposed, with the state tax rate escalating progressively within an eight-tier rate structure, the highest tariff being 8%. The municipal tax operates by adding a surcharge to the state tax, ranging between 150% and 250%. These regulations on wealth and income taxes can be found in Articles 4 et seqq of the Liechtenstein Tax Act (state tax) and in Articles 75 et seqq of the Tax Act (municipal tax). Direct Taxes on Legal Entities Legal entities fall under the realm of income tax. The tax rate for income is set at 12.5%, with a minimum income tax amount of CHF 1,800 imposed. Private wealth structures, as well as special dedications of assets without personality, are exempt from income tax; they are solely obliged to pay a minimum income tax of CHF 1,800. The regulations regarding income tax are detailed in Articles 44 et seqq of the Tax Act. Liechtenstein does not levy withholding taxes on distributions from corporations. Accordingly, no withholding taxes are withheld on a dividend payment to a shareholder, regardless of where the shareholder resides. The recipient must then declare the dividends in their tax return and pay tax at their respective tax domicile. Dividends paid by other companies to the Liechtenstein company are generally tax-free income at the level of the Liechtenstein company. If the dividend-paying company is a foreign, low-taxed subsidiary that generates predominantly passive income on a sustained basis, the dividends are taxable at the income tax rate of 12.5%. Likewise, capital gains from the sale of shares in corporations are generally exempt from income tax for Liechtenstein companies. If the company, whose shares are sold, is a foreign, low-taxed subsidiary, which sustainably generates predominantly passive income, the dividends are taxable at the income tax rate of 12.5%. Such low taxation is an effective income tax burden of less than 50% of the income tax burden in the comparable domestic case under the Liechtenstein Tax Act. Interest income that the Liechtenstein company receives from a foreign company is taxable at the level of the Liechtenstein company with 12.5% income tax. In case of interest payments from so-called "related parties", the safe harbor interest rates of the Liechtenstein tax administration have to be considered. Payroll/Withholding Tax For residents of the country (unlimited tax liability), a withholding tax is levied on: Income from non-independent activity / substitute income as well as Attendance fees (e.g., of corporate bodies in meetings related to their board functions). For persons residing abroad (limited tax liability), a withholding tax is levied on: Income from non-independent activity / substitute income; Attendance fees; Pension / capital benefits of the 1st and 2nd pillar as well as Benefits due to the dissolution of a vested benefits account or a vested benefits policy Regulations pertaining to withholding tax are detailed in Articles 24 et seqq of the Liechtenstein Tax Act. Value Added Tax (VAT) Value-added tax is a consumption tax designed to burden domestic consumption. On the strength of treaty agreements between Liechtenstein and Switzerland, the territories of both states form a common "VAT single market". If the VAT Act refers to the single market, the area of both states is to be considered and understood. The question of tax liability arises in line with Article 10 of the Liechtenstein VAT Act stating that regardless of the legal form and purpose, anyone operating a business autonomously, independently, and pursuing a sustainable income from services is subject to VAT. Anyone carrying out a professional or commercial activity aimed at the sustainable generation of income from services independently and appearing externally under their name operates a business. The standard VAT rate for Liechtenstein is 7.7 % with several special tariffs applying depending on the types of products and services. Natural persons (sole proprietorships), partnerships (such as general and limited partnerships), legal entities under private and public law, dependent public institutions, and personal associations without legal capacity, which, for example, carry out sales under a joint company name in the construction industry, can become liable to tax. Those not already liable to tax under Article 10 VAT Act become liable to tax if they receive services or supplies from abroad in a calendar year for more than CHF 10’000, which are subject to acquisition tax. The acquisition tax includes: Services, the location of which is in the country according to Art. 8 para. 1 VAT Act and which are provided by companies based abroad that are not registered in the register of taxable persons, with the exception of telecommunications or electronic services to non-taxable recipients; Import of data carriers without market value with the services and rights contained therein (is not subject to import tax if, according to Article 52 para. 2 of the VAT Act, no market value can be determined); Delivery of immovable property in the country, which is not subject to import tax and which is carried out by companies based abroad that are not registered in the register of taxable persons, with the exception of leaving such objects for use; Delivery of electricity in lines, gas via the natural gas distribution network and district heating through foreign-based companies to taxable persons in the country. For those service recipients who are not already liable to tax under Art. 10 VAT Act, the tax liability under Art. 45 VAT Act is limited to the purchase of such services. Persons who are already liable to pay tax must account for each purchase. Stamp Taxes (Issue Tax, Sales Tax) Based on the Customs Treaty of March 29, 1923, the territory of the Principality of Liechtenstein is considered to be domestic in terms of the Swiss federal legislation on stamp duties. Unless otherwise determined and other rules are defined in the implementing provisions regarding the implementation of federal legislation on stamp duties, Swiss provisions regarding stamp duties apply in Liechtenstein. In the event of the formation, establishment, relocation to the country, or increase in the capital of legal entities according to Art. 44 Tax Act, a founding tax of 1 % of the capital is levied with a general exemption limit of 1 million Swiss francs. This rate is reduced to 0.5 % for the capital exceeding five million francs and to 0.3 % for a capital exceeding ten million francs. The statutorily determined capital is decisive in any case. Self Disclosure If a taxpayer discloses for the first time after 1 January 2011 a tax evasion, tax fraud or misappropriation of taxes to be deducted at source committed by him or her on his or her own initiative, without being prompted to do so by an imminent risk of discovery, he or she shall be exempt from punishment and shall only be required to pay the additional tax. For each subsequent self-disclosure of tax evasion, the fine shall be reduced to one-fifth of the evaded tax. In addition, the additional tax must be paid (Art 142 Tax Act). Heirs who have voluntarily done everything reasonable to enable the tax authorities to determine a punishable act are exempt from punishment and are obliged only to pay the back tax. In the case of a first-time voluntary disclosure, the underpaid tax is levied together with interest on arrears for the past five years. In the question of first-time voluntary disclosure, voluntary disclosures made after January 1, 2011 are taken into account. For each subsequent voluntary disclosure, a fine in the amount of 20% of the uncollected tax is owed in addition to the uncollected tax plus interest on arrears. International Tax Law Automatic Exchange of Information (AIA) / Common Reporting Standard (CRS): Under the automatic exchange of information, reporting Liechtenstein financial institutions submit reports to the Tax Administration. The Tax Administration then forwards the received information to the competent foreign tax authority. The deadline for the submission of reports is June 30 of the following year. CBC-Reporting: For Country-by-Country Reporting (CBC-Reporting), reporting entities of a multinational group (group turnover greater CHF 900 million) submit a country-by-country report to their national tax authority, which then forwards it to the competent authorities of the partner states. Reports must be submitted to the Tax Administration by December 31 of the following year. Reporting entities based in Liechtenstein must register with the Tax Administration by the end of the first reporting tax period, using the existing registration form for tax information exchange purposes and appendices to the registration form. FATCA On May 16, 2014, Liechtenstein signed a FATCA agreement based on model 1. Reporting model 1 agreement requires financial institutions to submit reports on US person accounts to the Tax Administration, which then forwards this information to the US tax authority (IRS; Internal Revenue Service). Reporting Liechtenstein financial institutions must register with the IRS and obtain a GIIN (Global Intermediary Identification Number). For reporting Liechtenstein financial institutions to be able to securely submit electronic reports to the Tax Administration, in addition to registering with the IRS, registration with the Tax Administration is required. Registration with the Tax Administration must be done immediately after the classification has been completed and independently from the identification of reportable accounts. The reporting data must be electronically submitted to the Tax Administration by June 30 of the following year at the latest. Double Taxation Agreements (DTA) The international cooperation of the Principality of Liechtenstein with other states in the area of taxation is regulated in various agreements. The List of all Double Taxation Agreements (DTA) and Tax Agreements regarding Exchange of Information may be found under the following link of the Liechtenstein Fiscal Authority: https://archiv.llv.li/files/stv/int-uebersicht-dba-tiea-engl.pdf Executive Summary: The tax system in Liechtenstein is complex and multifaceted, with different regulations for natural and legal persons. Natural persons are subject to wealth and income taxes, whereas legal entities are liable for the income tax of 12.5% with a minimum income tax of CHF 1,800. Dividends received by a Liechtenstein company from other companies are generally tax-free. If the dividend-paying company is a foreign, low-taxed subsidiary generating predominantly passive income, the dividends are taxed at 12.5%. Foreign tax laws apply in case of dividend distributions to entities resident in a foreign jurisdiction. Capital gains from the sale of shares in corporations are generally tax-free for Liechtenstein companies. If the sold shares belong to a foreign, low-taxed subsidiary generating predominantly passive income, the gains are taxed at 12.5%. Interest income received by a Liechtenstein company from a foreign company is taxed at 12.5%. In case of interest payments from "related parties", the safe harbor interest rates of the Liechtenstein tax administration apply. Swiss provisions on stamp duties apply in Liechtenstein unless otherwise specified. Under this regime, a founding tax of 1% of the capital is levied on the formation, establishment, relocation to the country, or capital increase of legal entities, with a general exemption limit of 1 million Swiss francs. VAT is considered a commonality between Liechtenstein and Switzerland, causing both territories to form a common VAT single market with the VAT standard rate being 7.7 %. International tax law encompasses the Automatic Exchange of Information and FATCA, among others, which regulate the information exchange between international parties. Liechtenstein's international tax cooperation is regulated by various agreements, including Double Taxation Agreements (DTA) and Tax Agreements regarding Exchange of Information.
12 December 2025
Banking & Finance

The Financial Service of Issuance Business under MiFID in Europe

Introduction The realm of financial services is replete with complexities, particularly when it comes to the issuance of financial instruments. The European Markets in Financial Instruments Directive (MiFID 2 as amended) provides a legal framework that governs the issuance business, a term that encapsulates the issuance of financial instruments for one's own risk or the assumption of equivalent guarantees. This article aims to elucidate the intricacies of the issuance business as delineated in MiFID, with a focus on the scope, exceptions, and the obligations that come with it. The Scope of Emission Business Definition and Legal Framework The issuance business is defined as the act of taking on financial instruments for one's own risk for the purpose of placement, or the assumption of equivalent guarantees. The term "financial instruments" is inclusive of a broad range of assets such as equities, debt securities, and derivatives, among others, as per MiFID. The term "placement" in the context of emission business refers to the act of introducing financial instruments into the capital market or to a limited circle of individuals or investors as part of an issuance. This term implies that only activities involving a "placement agreement" are covered. A "placement agreement" is an arrangement in which the issuer entrusts one or more entities with the task of placing the financial instruments either in the capital market or to a restricted group of people, commonly known as an "underwriting contract." Furthermore, the method of placement is irrelevant to the definition of emission business. It does not matter whether the financial instruments are introduced through a public placement or a private placement. Types of Issuance Activities Firm Commitment Underwriting: This usually involves a consortium of companies committing to acquire a portion of the financial instruments being issued at a predetermined price, thereby assuming the sales risk. Options Consortium: In this case, companies may commit to a part of the issuance while reserving an option for the remaining instruments to be placed, especially when there are uncertain placement expectations. Guarantee Consortium: Companies may also assume guarantees that are economically equivalent to a firm underwriting commitment. Exclusions The issuance business does not cover issuances, where the issuing company does not require third-party assistance for the placement of its financial instruments but issues the instruments itself, in its own name and for its own account. Regulatory Requirements and Exceptions Licensing Requirements Any entity intending to conduct the issuance business must obtain a license as an investment firm by the competent national supervisory authority. The requirement applies irrespective of the legal form of the entity. Exceptions Certain exceptions to the licensing requirement exist. Notably, companies that engage exclusively in the issuance of financial instruments for their parent companies, their subsidiaries or other subsidiaries of their parent company, are exempt from providing an investment or financial service requiring licensing. Conclusion and Key Takeaways MiFID provides a comprehensive legal framework that governs the issuance business in Europe. Understanding the nuances of this regulation is crucial for companies and financial institutions that engage in the issuance of financial instruments. Failure to comply with the regulatory requirements could result in severe legal repercussions. Source: BaFin Factsheet Issuance Business Executive Summary: MiFID defines the issuance business as the assumption of financial instruments for own risk for placement or the assumption of equivalent guarantees. Types of issuance activities include firm commitment underwriting, options consortium, and guarantee consortium. Licensing from the competent national supervisory authority is mandatory for conducting issuance business, with certain exceptions. The issuance business does not cover self-emission or own-emission cases.
12 December 2025
Banking & Finance

Crypto-Asset Transparency 2.0 – How Liechtenstein’s Forthcoming CARF Act And CRS Revision Will Reshape Cross-Border Compliance From 2026

Hardly any other European financial centre has managed, within such a compact geographic perimeter, to translate the ever-accelerating OECD agenda on tax transparency into binding domestic law as swiftly and thoroughly as the Principality of Liechtenstein; and yet, with the draft Crypto-Asset Reporting Framework Act (“CARF-G”) and the amending statute to the Automatic Exchange of Information Act (“AIA-G-rev”), the country is about to raise the bar once again, preparing both the market and its supervisory ecosystem for a first bilateral and multilateral exchange of crypto-asset data for reporting periods beginning 1 January 2026. From voluntary pilot to hard-law obligation What started in 2023 as a political Joint Statement signed by more than forty jurisdictions, thereby announcing the intent to honour the new OECD standards, has now materialised in Vaduz through a comprehensive Government bill covering CARF, the revised Common Reporting Standard (“CRS 2023+”) as well as consequential amendments to FATCA-, AStA- and CbC-legislation. The legislator’s motivation is of strategic nature: only an unrestricted, timely alignment with the global rulebook preserves the legal certainty demanded by private clients and regulated entities alike. Core mechanics of the CARF-G While the classic CRS focusses on traditional financial accounts, CARF extends the reporting perimeter to any digital representation of value that can be transferred using distributed-ledger technology, thereby closing the “token gap” that allowed investors to migrate from depositary receipts to unregulated wallets. Under the draft, crypto-service providers with a Liechtenstein nexus must conduct due diligence, collect Tax Identification Numbers, and transmit transaction-level information to the Tax Administration, which in turn forwards the data via the multilateral CARF-MCAA channels to participating partner states. Interaction with the revised CRS The CRS 2023+ mirrors digital change as well, explicitly integrating e-money products and central bank digital currencies into the notion of a deposit-taking institution and tightening documentation requirements. To spare financial intermediaries the burden of running parallel legacy and upgraded reporting engines, the bill opts for an “all-in” approach: from 1 January 2026 every Liechtenstein financial institution must apply the revised standard, irrespective of whether the counter-party state has itself moved to CRS 2023+. Transitional relief & governance Existing virtual-asset service providers obtain a grace period until 31 December 2026 to complete their CARF registration, yet only if the foreign state to which they have a stronger nexus has not enacted corresponding duties meanwhile; the Government may temporarily loosen nexus rules by ordinance to avoid double compliance frictions. Enforcement will combine routine AML-KYC reviews with targeted, risk-based audits, anticipating future OECD peer-review scrutiny and aligning with the principality’s Financial-Centre Strategy.. Business implications – why stakeholders should act now Because CARF-G is designed as a reciprocal regime, Liechtenstein-resident crypto-asset users will receive unprecedented transparency towards foreign tax authorities, while service providers face novel data-management, IT-security and contractual-law questions. Early adoption projects should therefore encompass: mapping of token flows against CARF reportable events; upgrading onboarding questionnaires to capture digital-asset indicators; revisiting cross-border client agreements, especially with U.S. persons under the adjusted FATCA scheme; and implementing secure APIs that segregate CARF data from classic CRS files yet allow consolidated oversight. Bergt Law’s interdisciplinary team – combining regulatory and fintech expertise – is already supporting institutions on sandbox simulations, governance frameworks and negotiations with technology vendors. For tailored assistance please contact us via bergt.law/en. Sources: Report And Motion Concerning CARF, AIA, FATCA, ASTA, CBC, No. 47/2025. Key take-aways at a glance Go-live date: first reportable period starts 1 January 2026; data exchange begins 2027. Scope expansion: CARF captures crypto-asset transactions; CRS 2023+ now covers e-money and CBDCs. Single-standard principle: Liechtenstein applies the revised CRS to all counterparties from day one. Reciprocity & peer review: data will flow bidirectionally; compliance quality will be externally assessed. Operational urgency: providers need new diligence procedures, IT pipelines and contract language in 2025. For tailored guidance, visit bergt.law/en or contact our team directly.
12 December 2025
Banking & Finance

Reverse Solicitation Meets Stablecoin Scrutiny – How ESMA’s Guidelines and Statements Re‑shape Third‑Country Crypto‑Service Access to the European Single Market

When the European Securities and Markets Authority (“ESMA”) released, in close succession, (i) its Guidelines on situations in which a third‑country firm is deemed to solicit clients established or situated in the European Union and the supervision practices to detect and prevent circumvention of the reverse‑solicitation exemption under the Markets in Crypto‑Assets Regulation (“MiCA”) on 26 February 2025, and (ii) its Public Statement on the provision of certain crypto‑asset services in relation to non‑MiCA‑compliant asset‑referenced tokens (“ARTs”) and electronic‑money tokens (“EMTs”) on 17 January 2025, it effectively superimposed a new, far tighter supervisory grid over an already complex regulatory landscape, thereby obliging non‑EU providers of stable‑value tokens and their intermediaries to revisit, almost clause by clause, every contractual, technical and marketing arrangement that might give Union investors even an indirect pathway to such instruments. 1 The Expansive Notion of “Solicitation” ESMA’s Guidelines abandon any narrow, form‑based interpretation of what constitutes active client acquisition, insisting instead on a technology‑neutral, substance‑over‑form test that captures promotional conduct as diverse as geo‑targeted social‑media banners, embedded widgets in comparison sites, appearance at fintech roadshows, or the mere dissemination of brand‑level advertising with “broad and large reach”. Crucially, the authority clarifies that who performs the act is immaterial—solicitation may be carried out, for consideration or otherwise, by influencers, marketing affiliates, white‑label platform operators or any entity “acting on behalf” or possessing “close links” to the third‑country firm, so that even an informal revenue‑sharing understanding can detonate the exemption. 2 Reverse Solicitation: No Longer a Broad Gateway but a Narrow Footpath Against this backdrop, the long‑standing industry practice of wrapping extensive front‑end infrastructure around “client‑initiated” crypto‑asset flows has become materially riskier, because ESMA instructs national competent authorities (“NCAs”) to interpret any user journey that is facilitated—rather than entirely self‑navigated—as prima facie solicitation. Actors, while operating under the Transitional Regime of Art 143 MiCA, should therefore assume that: Referral hyperlinks, single‑sign‑on integrations, API calls pre‑populating order tickets or KYC fields, and any remuneration indexed to onboarding or trading volumes will be viewed as evidence that the Union counterparty did not act on exclusive initiative. Even a flat hosting fee or “goodwill” sponsorship may be probative if, in its practical effect, it channels users toward a non‑EU service provider .   3 Stablecoins under the Microscope: ESMA’s January 2025 Statement Simultaneously, ESMA’s stablecoin statement requires crypto‑asset service providers (“CASPs”) to cease any service that amounts to an offer to the public, admission to trading or placing of non‑MiCA‑compliant EMTs and ARTs (e.g., USDT), save for a limited “sell‑only” runway permitting investor exit until the end of Q1 2025. This supervisory stance, though framed as market‑stability oriented, has direct consequences for third‑country firms that previously relied on reverse solicitation, because once trading in a particular token is proscribed, the residual hosting of informational pages or order‑routing tools related to that token can itself morph into prohibited advertising—a point several exchanges discovered when forced to delist USDT for Union customers. 5 Practical Compliance Roadmap Phase Immediate Action Rationale Q3 2025 Audit every digital touchpoint for EU IP‑targeting, referral codes, or embedded trade widgets and vice versa, referrals to third country jurisdictions. Demonstrate “reasonable steps” to avoid solicitation allegations. Q4 2025 Implement geo‑blocking and explicit disclaimers (“copy‑paste URL” model) where full authorisation is not yet feasible. Align with ESMA Annex examples of acceptable distance from promotion. Post‑Authorisation Re‑enter market with token offerings that satisfy MiCA Titles III/IV, including white‑paper clearance and EMT prudential regime. Leverage first‑mover advantage once competitors exit.   6 Anticipated Regulator Focus Points Digital Forensics. NCAs may employ social‑media scraping, URL suffix scanning and marketing‑monitoring software to unmask hidden EU‑targeting. Influencer Chains. Compensation, even in kind, to content creators who mention a third‑country platform may suffice to pierce the reverse‑solicitation veil. Even increased goodwill or other indirect consideration or compensation may already leave the pathway of the narrow reverse solicitation regime. Reverse solicitation may not serve as entry point for providing additional services, other to those that were expressly sought and initiated by a user. Order‑Flow Analytics. A suspiciously high clustering of EU IP addresses—even absent overt advertising—can trigger an investigation into de‑facto solicitation. 7 ESMA’s “Avoiding Misperceptions” Statement – Specific Perils When Channelling Union Clients Toward Third-Country USDT Venues In a follow-up intervention published on 11 July 2025—barely four months after the reverse-solicitation Guidelines and six weeks after its stablecoin statement—ESMA issued a three-page alert (ESMA35-1872330276-2329) that zeroes in on the psychological “halo-effect” created when a MiCA-licensed CASP places unregulated functionalities only a click away from its regulated dashboard, warning that investors may erroneously extend MiCA’s prudential and conduct-of-business protections to those unregulated corners of the platform. While the document is framed generically, its most poignant application, is the ubiquitous deep-link or widget that funnels EU users toward a third-country exchange—where USDT (a non-MiCA-authorised EMT) remains freely tradable in leveraged pairs. ESMA’s message is unambiguous: Functional proximity equals regulatory association. If the gateway is embedded within the same user journey, the NCA may treat the CASP as offering the unregulated service, irrespective of corporate separateness. MiCA status may not be flaunted. Any marketing copy, badge, or footer that touts EU authorisation while simultaneously pointing to the USDT venue is flagged as a “don’t” and evidence of misleading communication. Pop-up acknowledgements are necessary but not sufficient. Even where a check-the-box warning is used, ESMA stresses that overall site architecture must segregate regulated and unregulated zones—with distinct colour schemes, URLs, and documentation—to avoid latent client confusion. 7.1 Concrete Hazard Matrix for CASPs Risk Bucket Manifestation When Linking to a USDT Exchange Potential Supervisory Consequence Investor-protection breach EU clients mistakenly believe USDT holdings enjoy MiCA asset-safeguarding. Art 66 MiCA sanctions; licence suspension. Misleading marketing Homepage banner: “Trade USDT via our global partner—regulated by FMA Liechtenstein!” Administrative fine up to 12.5 % of annual turnover; compulsory notice rectification. Conflict-of-interest opacity Revenue-share with offshore venue not disclosed; order-flow routed through affiliate. Mandated structural separation; public censure. Data-protection slippage KYC data exported to third-country processor without explicit consent. GDPR cross-border transfer penalties; supervisory cooperation request from EDPB.   7.2 Potential Compliance Trajectory Hard Ring-fencing – Host any hyperlink to an offshore USDT venue in a physically separate sub-domain bearing a conspicuous header “Unregulated Services – No MiCA Protections Apply”; require a fresh login and avoid single-sign-on tokens. Pre-Trade Risk Pop-Up – Implement a two-step pop-up that (i) identifies the legal entity providing the USDT service, including its supervisory status (“not supervised within the EEA”), and (ii) obliges clients to tick an explicit acknowledgement before proceeding. Neutral Branding – Remove all MiCA or NCA references from pages describing or linking to USDT trading; replace with an unbranded, monochrome disclaimer panel to minimise subconscious association. Economic Disentanglement – Convert revenue-sharing agreements into flat, arm’s-length technology-licence fees to avoid alignment of financial incentives with client onboarding volumes. Periodic Client Reminders – Send quarterly e-mails to EU users who have accessed the USDT venue, reiterating that positions are held outside MiCA’s protective perimeter and may be subject to foreign insolvency regimes. These steps are not guaranteed to work and are in no way intended to serve as a guideline to circumvent regulations but are intended to show possibilities on a high level which may be possible in specific scenarios in a transparent and legally compliant way, subject to detailed assessments, legal clarifications and rulings with the competent NCA. 7 Concluding Remarks In sum, ESMA has signalled, with clarity, that reverse solicitation is intended to be a surgical exemption, not a business model; when coupled with the requirement to discontinue services linked to non‑compliant stablecoins, the operational breathing room for unlicensed third‑country providers of crypto‑asset services has shrunk to a sliver. Entities wishing to continue serving Union clientel would be well advised to commence a dual‑track approach: purge all inadvertent solicitation vectors in the short term, while preparing a fully‑fledged MiCA authorisation dossier (or an outsourcing alliance with an EU‑licensed institution) for the medium term; even so, services with regard to non-MiCA compliant EMTs or ARTs may not be solicited to EU or EEA clientele. Sources: ESMA Guidelines, On situations in which a third-country firm is deemed to solicit clients established or situated in the EU and the supervision practices to detect and prevent circumvention of the reverse solicitation exemption under the Markets in Crypto Assets Regulation (MiCA), 26/02/2025 ESMA35-1872330276-2030 ESMA Statement 17 Januar, On the provision of certain crypto-asset services in relation to non-MiCA compliant ARTs and EMTs,y 2025 ESMA75-223375936-6099 ESMA Statement, Avoiding Misperceptions: Guidance for Crypto-Asset Service Providers Offering Unregulated Services, 11 July 2025 ESMA35-1872330276-2329 Key Findings & Core Statements ESMA now interprets “solicitation” in an exceptionally broad, tech‑agnostic manner, covering virtually every form of digital or physical outreach to EU users. Any economic or functional link between an EU‑based platform and a non‑EU service provider risks nullifying the reverse‑solicitation defence. Stablecoin services involving non‑MiCA‑compliant EMTs/ARTs must cease beyond “sell‑only” functionality, with hard deadlines set for Q1 2025. Linking an EU-authorised interface to a third-country USDT exchange can erase the reverse-solicitation defence and trigger MiCA enforcement. ESMA prohibits leveraging MiCA authorisation as a marketing asset when steering clients into unregulated stablecoin markets; neutral, segregated branding is imperative. Pop-up acknowledgements, site segregation, and clear entity attribution form the bare-minimum toolkit ESMA expects before a CASP may claim to have mitigated investor-protection risks. Revenue links tied to EU client volumes are a red flag. Firms failing to implement these safeguards risk fines, licence suspension, and reputational damage across the Single Market.
12 December 2025
Banking & Finance

From Forked Mandates to Regulatory Harmony: How the EBA’s No‑Action Letter Re‑maps the MiCAR–PSD2 Frontier for E‑Money‑Token Service Providers

When the European Banking Authority (“EBA”) released its 34‑page No‑Action Letter on 10 June 2025, it did rather more than grant a temporary supervisory reprieve to crypto‑asset service providers (“CASPs”) transacting electronic‑money tokens (“EMTs”); it exposed, with almost surgical precision, the structural incongruities created by the parallel application of the Markets in Crypto‑Assets Regulation (“MiCAR”), the Second Electronic Money Directive (“EMD2”) and the Second Payment Services Directive (“PSD2”), thereby compelling practitioners, regulators and market participants alike to reassess the very fault‑lines along which token‑based payment activity is to be regulated in the near future, all while the forthcoming PSD3/Payment‑Services Regulation (“PSR”) package is still being negotiated. In a commentary, Minto and de Arruda (2025) describe the Letter as an “extra‑legislative plaster” that slows, but cannot heal, the widening gap between MiCAR’s token‑specific regime and PSD2’s technology‑neutral approach to payment services; yet they also acknowledge that, absent such forbearance, the immediate imposition of a dual‑licensing obligation on every EMT‑handling CASP would have risked choking innovation and fragmenting the Single Market before MiCAR had even celebrated its first birthday. This article seeks to distil the practical consequences of the unprecedented EBA intervention for firms at the intersection of crypto asset and payment services, while offering concrete, business‑oriented recommendations for navigating the interstitial period that will end on 2 March 2026. The Regulatory “Trilemma” in a Nutshell Tri‑layer exposure. An EMT is, by statutory law fiat (MiCAR Art 48 (2)), simultaneously a crypto‑asset, electronic money and “funds” under PSD2; each status drags into play a separate licensing perimeter, prudential baseline and conduct rule‑set. Circular exclusions. MiCAR Art 2 (4)(c) excludes “funds” from its scope unless they are EMTs, while PSD2 automatically reincorporates EMT activity as a payment service—a drafting ouroboros that the EBA openly criticises. Capital duplication. The Letter points out the issue that initial‑capital and ongoing prudential own‑funds thresholds accrue cumulatively, yet prohibits double‑counting, thus raising the floor for hybrid business models. What the No‑Action Letter Actually Does Scope carve‑outs. Until 1 March 2026, NCAs are invited not to enforce PSD2 authorisation requirements for (i) EMT transfers on behalf of clients, (ii) EMT custody/administration, and (iii) execution of EMT‑denominated payment orders—provided the CASP already holds (or is applying for) a MiCAR licence. Priority matrix. Key PSD2 cornerstones—strong customer authentication (“SCA”) and fraud‑reporting—remain non‑negotiable, whereas open‑banking interfaces, detailed fee‑disclosure and maximum‑execution‑time rules may be “de‑prioritised”. Transition pathway. CASPs are encouraged either to obtain a full payment‑institution (“PI”) licence through a streamlined dossier or to partner with a licensed PI; from 3 March 2026 onward, operating without one of those arrangements becomes supervisory non‑compliance. Liechtenstein‑Specific Touchpoints VT‑Dienstleister under Transition: Entities that carried forward their Token‑ and VT‑Dienstleister (national VASP) registrations into the MiCAR era can rely on Art 143 MiCAR and the EBA’s supervisory forbearance, but must still evidence proportional own funds and a formal risk‑management framework consistent with both TVTG and MiCAR Title V. FMA Convergence Duty: Under Art 5 (5) FMAG, the Liechtenstein FMA is legally bound to align its supervisory tools with EU convergence instruments—including EBA Opinions—making a “no‑action” approach de jure persuasive rather than merely facultative, as it has not been implemented into the EEA acquis. Prudential Budgeting: Given the cumulative application of MiCAR Annex IV and PSD2 Art 7 thresholds, a Liechtenstein CASP upgrading to a de novo PI licence should model a permanent minimum capital of at least EUR 250,000 (class 2 CASP + PIS), subject to upward adjustment where EMT volumes exceed model‑one own‑funds bands. Strategic Options for Market Participants Timeline Compliance Lever Practical Action Business Upside Q3 2025 – Q1 2026 Optimise MiCAR dossier Map each EMT‑related workflow against MiCAR Annex I services; isolate payment‑service‑like elements; document SCA controls. Sustain operations without PSD2 licence while building supervisory goodwill. Q3 2025 – post-2026 PI licence “lite” Leverage Art 62 (4) MiCAR cross‑use of documentation; negotiate capital‑waiver adjustments under PSD2 Art 9 (3). Early mover advantage once PSD3/PSR passport is live. Q1 2026 Strategic partnership Conclude white‑label agreement with an EU PI/EMI for EMT transfers; embed waterfall SLA into smart‑contract logic. Faster market entry; shared compliance cost. Post‑2026 Licence consolidation Monitor PSD3 “equivalence‑exemption” debates; lobby for single‑licence solution via industry bodies. Reduced regulatory friction; capital efficiency.     Unresolved Questions (and How to Prepare) Is a custodial wallet a “payment account”? The EBA says “yes, functionally,” but leaves PAD obligations in limbo; firms should design APIs as if future open‑finance legislation will mandate access. Can MiCAR own‑funds substitute PSD2 capital? Not today; however, draft Council text (13 June 2025) contemplates risk‑weighted offsets—monitor trilogue minutes. What if EMT lending is bundled with payment functionality? Neither MiCAR nor PSD2 addresses this hybrid risk stack; bespoke legal structuring (e.g., secured loan tokens ring‑fenced from payment rails) remains advisable. Conclusions for Decision‑Makers The EBA’s No‑Action Letter is, in effect, a 30 page spanning last minute sandbox or critics may argue band-aid to the new MiCAR legislation that buys legislators and supervisors time to craft a coherent, technology‑agnostic payments framework. While from a legislative perspective the No-Action Letter regime arguably was not intended for such purposes it brings fintech startups in the crypto asset and - payment sectors a time period – albeit short and an apparently arbitrarily chosen deadline of March 02, 2026 - to prepare and align accordingly; yet the price of that breathing space is proactive, board‑level strategic planning—particularly in capital budgeting, SCA rollout and cross‑border licensing—lest firms find themselves scrambling on 3 March 2026. Key Findings & Core Statements The EBA No‑Action Letter suspends PSD2 authorisation enforcement for core EMT services until 2 March 2026. MiCAR and PSD2 capital requirements accumulate; CASPs should budget for at least EUR 250k permanent capital when adding payment services. The Liechtenstein FMA is de facto legally incentivised to follow the EBA forbearance owing to FMAG Art 5 (5), providing local market stability. Strategic options include early PI licensing, white‑label partnerships, or licence consolidation once PSD3/PSR introduces an equivalence carve‑out. Uncertainties linger around custodial‑wallet status, capital substitution, and EMT‑linked lending, warranting continued monitoring and agile legal structuring. For bespoke advice on how the No‑Action Letter and forthcoming PSD3/PSR package affect your crypto asset and payment strategy, please contact the authors at Bergt Law, Vaduz. References European Banking Authority. (2025). Opinion on the interplay between PSD2 and MiCA in relation to crypto‑asset service providers that transact electronic‑money tokens (EBA/Op/2025/08). Minto, , & de Arruda, T. (2025). Regulating e‑money tokens at the intersection of MiCAR and PSD2: Legal ambiguities and the EBA’s no‑action letter. EU Law Live, 4 July 2025.  
12 December 2025
Banking & Finance

AMLA’s New Bar for Crypto: What EU-Facing CASPs Must Build Now (and How Liechtenstein Can Lead)

The European Union’s new Anti-Money Laundering Authority (AMLA) is not simply another acronym in the alphabet soup of financial regulation; it is the linchpin of a redesigned supervisory architecture which, taken together with the Single Rulebook Anti-Money Laundering Regulation (AMLR), the Sixth AML Directive (6AMLD), the Funds/crypto “travel rule”, and MiCA’s prudential and conduct regime for crypto-asset service providers (CASPs), will raise the standard of AML/CFT controls from a fragmented, member-state-by-member-state patchwork to a consistently enforceable baseline—and will do so in a manner that expects crypto businesses to be “day-one ready”, not aspirationally compliant at some indefinite future milestone. On 1 July 2025, AMLA’s powers came into force, and within days the Authority underscored—in a dedicated crypto press note—that firms active in crypto-asset activities must operate with “strong protections” against money laundering and terrorist financing; the message, which dovetails with MiCA’s hand-off to national competent authorities (NCAs) for licensing and day-to-day oversight, is that supervisory convergence will be driven from Frankfurt and measured against a risk-based methodology that AMLA is mandated to develop and hard-wire into binding technical standards. This is not theory: Regulation (EU) 2024/1620 (the AMLA Regulation) fixes Frankfurt am Main as the Authority’s seat and equips AMLA to draft regulatory/implementing technical standards, issue guidelines, and, where appropriate, step in directly with selected high-risk obliged entities; it also tasks AMLA with coordinating FIUs through joint analyses and hosting FIU.net, thereby linking supervisory expectations to operational data flows that CASPs will increasingly have to produce on demand. EUR-Lex Running in parallel is the Single Rulebook AML Regulation (EU) 2024/1624, which—unlike prior directives—will apply directly across the Union and, crucially for crypto, expressly brings CASPs into the list of “obliged entities”; application is set for 10 July 2027 (with certain sectoral deferrals), leaving a finite window for firms to redesign frameworks, automate controls, and evidence effectiveness before the regulation bites. What this means for CASPs under MiCA—substance over slogans MiCA (Regulation (EU) 2023/1114) standardises authorisation and ongoing conduct for CASPs, with ESMA publishing supervisory briefing to drive consistent authorisation practices across NCAs; however, MiCA is not an AML rulebook, and AMLA has made clear that convergence on AML/CFT must accompany MiCA licensing from day one, not after-the-fact, which in practice requires an integrated controls architecture that maps MiCA obligations (governance, conflict management, safeguarding of client crypto-assets, ICT resilience) to AML/CFT duties (risk assessment, KYC/KYB, monitoring, sanctions, reporting) with traceable accountability at senior management level. Two further pillars tighten the screws. First, the recast Funds Transfer Regulation (Regulation (EU) 2023/1113) extends the “travel rule” to crypto-asset transfers; the EBA’s final guidelines specify the information that must accompany such transfers and set concrete application/compliance dates, meaning CASPs need interoperable data pipelines—both inbound and outbound—to avoid settlement friction and regulatory findings. Second, FATF has reiterated, repeatedly, that jurisdictions and VASPs are expected to operationalise Recommendation 15 (including the travel rule), with particular attention to DeFi touchpoints and stablecoin use cases—benchmarks that EU supervisors increasingly reference. Liechtenstein’s position: already strong, now strategically advantageous Liechtenstein, as an EEA/EFTA jurisdiction with a mature token framework (the TVTG—Token and TT Service Provider Act—effective since 1 January 2020), has long implemented FATF standards and placed VT-service providers under FMA registration and ad-hoc supervision; that alignment, coupled with EEA-relevant EU instruments (including the travel rule regulation), positions Liechtenstein-based providers to build AMLA-grade systems that interoperate with EU supervisory expectations. A pragmatic build plan for “AMLA-ready” crypto compliance Risk taxonomy and enterprise-wide ML/TF assessment, refreshed at least annually, tying business model, asset types (including e-money tokens and asset-referenced tokens where relevant), customer profiles, and geographies to specific mitigating controls, with explicit treatment of sanctions-evasion risk as a predicate concern highlighted by EU legislators. Travel-rule implementation without “sunrise gaps”: end-to-end testing with counterparties, automated lookup/handshake for originator/beneficiary information, exception handling for unhosted wallets, and evidence that transfers are blocked/flagged when mandatory data are unavailable—documented against the EBA guidelines. MiCA↔AML control mapping, so that authorisation artefacts (organisation, internal control functions, safeguarding arrangements) align with AMLR obligations (KYC, monitoring, STR/SAR reporting, record-keeping), producing a single supervisory narrative for NCAs and, ultimately, AMLA peer comparisons. Data governance ready for FIU.net-driven expectations: standardised schemas for transactions, counterparties, and screening results; lineage mapping from source systems to regulatory reports; reproducible analytics supporting STRs and thematic reviews. Board accountability and “fit-and-proper” coherence: minutes and MI packs that show risk appetite, model validation, and remediation tracking; documented training and role clarity for AMLRO/MLRO, with escalation channels into executive and board committees. Sources: European Anti-Money Laundering Authority. (2025, July 23). AMLA expects high standards against financial crime in the crypto sector. Key findings & core statements (executive bullets) AMLA is live and crypto-focused: since 1 July 2025, AMLA has signalled high expectations for crypto firms and will drive supervisory convergence from Frankfurt. The Single Rulebook (AMLR) brings CASPs squarely into scope and applies from 10 July 2027, replacing divergent, directive-led implementation with directly applicable rules. Travel-rule obligations already apply to crypto transfers, with EBA guidelines specifying required data and processes; supervisors expect working solutions now. MiCA licensing must be “AML-complete” from day one, with ESMA pushing consistent authorisation practices and AMLA expecting effective systems at authorisation—not later. Liechtenstein’s TVTG offers a strong, FATF-aligned foundation for EU-facing CASPs, but AMLA/AMLR promotes a new level-playing field.
12 December 2025
Banking & Finance

Liechtenstein’s MiFIDMiFIR Overhaul Payment-for-Order-Flow Ban, Consolidated Tape, and New Transparency Duties — What Banks, Investment Firms and Tokenized-Securities Platforms Must Implement by 2025–2026

Introduction In a move that is both evolutionary in its policy intent and revolutionary in its operational consequences, the European Union’s reform of MiFIR and MiFID II—adopted at EU level and already in force there—now cascades into Liechtenstein via a comprehensive legislative package that amends the Securities Services Act, the Investment Firms Act, the Asset Management Act, the Trading Venue and Stock Exchange Act, and the Financial Market Authority Act, thereby aligning the Principality’s framework with the EU’s drive toward deeper market transparency, standardized data quality, and investor-centric execution outcomes. The policy arc: from EU reform to EEA transposition—and into Liechtenstein law At the EU level, the latest amendments—Regulation (EU) 2024/791 (MiFIR) and Directive (EU) 2024/790 (MiFID II)—seek to cure persistent market-data fragmentation and execution frictions by making consolidated market data accessible at scale, by tightening the quality and timing of post-trade publication, and by strengthening the informational backbone on which retail and professional investors alike rely; these acts were adopted in the EU and took effect there in late March 2024. Liechtenstein’s government has tabled a bill that implements these measures across core statutes—Securities Services (WPDG), Investment Firms (WPFG), Asset Management (VVG), and the Trading Venue & Stock Exchange Act (HPBG)—with consequential adjustments to the FMA Act and related laws, underlining both the breadth of the reform and its integrated supervisory logic. Because Liechtenstein transposes EU financial-market law via the EEA channel, timing nuances matter: the Directive must be implemented by EU Member States by 29 September 2025, while for EEA/EFTA States the operative date is tied to the EEA Joint Committee’s incorporation decision; once incorporated, the MiFIR changes will apply directly, and national amendments will align the surrounding legislative ecosystem. Certain Liechtenstein provisions are scheduled with specific start dates (including measures slated for 1 February 2026), which makes early planning more than prudent—it makes it commercially necessary. The operational core: six change-clusters you cannot ignore 1) Payment-for-Order-Flow (PFOF) is out—full stop The MiFIR amendments introduce a clear prohibition on accepting inducements for routing client orders (payment for order flow), removing legacy carve-outs and pushing firms toward conflict-free execution policies; Liechtenstein will mirror that ban and couple it with sanctions for non-compliance. Immediate impacts include renegotiation of any rebates with execution venues or internalizers, revisions to best-execution policies, and updated client disclosures. 2) “One trade, one APA” — no duplicates, no gaps A new rule requires that each transaction be published once through a single Approved Publication Arrangement (APA). This seemingly simple sentence is systems-heavy: trading desks, post-trade teams, and middle-office controls must ensure no duplicative reporting and no missed prints, with sanctions explicitly envisaged for breaches. 3) Consolidated Tape readiness and time-synchronization The reform is built around an EU-level consolidated tape to aggregate pre-/post-trade data; to make that viable, trading venues and data contributors must deliver higher-grade data, consistently time-stamped, with clock synchronization now anchored directly in MiFIR rather than MiFID II. Trading venues (regulated markets, MTFs/OTFs) should validate timestamp precision, gateway latency, and reference clock drift. 4) Best-execution reporting is re-scoped The old annual “top five venues” report (the RTS 28-style publication) is repealed, with the policy expectation that a functioning consolidated tape will supply the market-wide evidence base; firms must revise their public disclosures and internal MI accordingly, while preserving robust, data-driven best-execution assessments. 5) Direct Electronic Access (DEA) and the third-country level-playing field DEA providers must be authorized firms and must police client compliance with venue and algorithmic-trading rules; given the efficacy of DEA gatekeeping, some duplicative authorization expectations fall away, and the reforms harmonize competition between EEA-resident users and third-country users accessing EEA venues via DEA. Governance, kill-switches, and surveillance capabilities remain non-negotiable. 6) Tied agents: due diligence, registry mechanics, and data protection Firms exercising the “tied agent” option must (i) run pre-appointment and periodic (at least triennial) fitness and propriety checks, (ii) keep the register tight (including FMA notifications and deletion if conditions lapse), and (iii) handle sensitive personal-data processing for these checks under the clarified statutory basis. Compliance should update onboarding questionnaires, evidence packs, and register governance. Who is in scope—and why crypto/security-token players should care The package touches banks and investment firms, trading venues and data publishers, wealth/asset managers under the VVG, and intermediaries relying on tied agents; moreover, platforms that tokenize traditional securities or list security-token instruments within an MTF/OTF perimeter should recognize that, where a token qualifies as a financial instrument, the MiFID/MiFIR machinery—including the new tape, the PFOF prohibition, and APA publication—applies to them with the same intensity as to conventional equity or bond trading. The government’s dossier confirms the broad statutory canvass being amended to implement the EU measures in Liechtenstein. Sanctions, supervisory expectations, and adjacent clean-ups The Liechtenstein bill pairs the substantive changes with explicit sanctioning hooks—for example, for failures to publish through a single APA or for breaches of the PFOF ban—allocating enforcement across banking and investment-firm statutes to avoid overlaps, while also migrating certain operational details (e.g., clock synchronization) from MiFID II into MiFIR to keep obligations directly applicable once EEA-incorporated. The package also tidies adjacent acts (e.g., residential-mortgage exceptions, fee schedules, timing harmonizations), minimizing interpretive gaps. What to do now—an execution-minded roadmap Contract and policy remediation: strip PFOF economics, update order-routing governance, refresh client disclosures and conflicts registers. Post-trade controls: build “one-trade-one-APA” logic, implement duplicate-detection and exception workflows, and align with the venue’s publication SLAs. Data & infrastructure: harden timestamp pipelines and reference-clock synchronization; audit data quality for consolidated-tape readiness. Best-execution MI: retire legacy venue-top-five reports; replace with consolidated-tape-driven analytics and more granular client-outcome metrics. DEA governance: re-affirm authorization perimeter, monitor third-country access symmetries, and test algorithmic controls. Tied-agent oversight: formalize pre-hire checks, three-year re-checks, FMA notifications and registry deletions; confirm the lawful basis for processing sensitive data. Bergt Law blends regulatory depth with founder-level pragmatism: we help banks, brokers, asset managers, and tokenization ventures conduct gap analyses, redesign policies and client communications, renegotiate venue and data contracts, and sequence implementation against EEA timetables—so you can defend investor outcomes without sacrificing commercial velocity. To discuss an implementation plan tailored to your group, connect with our team at bergt.law/en. Sources: Report And Motion By The Government To The Principality Of Liechtenstein Concerning The Amendment Of The Securities Services Act, The Securities Firms Act, The Asset Management Act, The Trading Place And Stock Exchange Act, And Other Acts No. 61/2025. Executive Summary: PFOF prohibition: inducements for order routing are banned; firms must remove related economics and realign best-execution governance. Single-APA publication: each trade must be published once via one APA, with enforcement teeth attached. Consolidated tape & timestamps: data-quality and time-sync duties shift squarely into MiFIR to enable an EU-level tape; venues and contributors must upgrade processes. Best-execution reporting reset: the legacy “top five venues” report is withdrawn; firms should pivot to tape-driven analytics for evidence of execution quality. DEA framework clarified: authorization and client-control duties stay robust, with a more even footing between EEA and third-country users accessing EEA venues. Tied agents under closer scrutiny: pre-appointment and periodic checks, registry discipline, and a clear data-protection basis are embedded in law. Timing matters: EU measures took effect there in March 2024; EEA incorporation governs Liechtenstein applicability, with specific national start dates (incl. 1 Feb 2026) for certain provisions.
12 December 2025
Banking & Finance

AIFMD II & ELTIF 2.0 Liechtenstein’s 2025 Fund Law Overhaul—What Managers, Depositaries, and Investors Must Do Next

Introduction Liechtenstein is moving to transpose Directive (EU) 2024/927 (“AIFMD II”) and to operationalize the revamped ELTIF (European Long Term Investment Fund) regime (Regulation (EU) 2023/606 together with Delegated Regulation (EU) 2024/2759), by comprehensively amending the AIFM Act (AIFMG), UCITS Act (UCITSG), and, for consistency, the Investment Undertakings Act (IUG) and the Financial Market Authority Act (FMAG); in practical terms, this legislative package secures alignment with the latest EU fund law while preserving the EEA passport and raising the bar on supervisory tooling, governance, and liquidity risk controls. At the core of AIFMD II lie targeted upgrades—credit granting rules for AIFs, clearer and enforceable outsourcing standards, harmonized access to depositary services across borders, better-quality supervisory data, and calibrated liquidity-management tools—each chosen to reduce systemic risk and to smooth remaining frictions between the AIFM and UCITS frameworks, thereby supporting the single market for funds. On timing and process, both EU legal acts are in the EEA incorporation pipeline; for Liechtenstein, the Government has already signalled that the Parliament is expected to consider the relevant report and motion in the October 2025 session, a scheduling choice that gives market participants a clear runway to plan implementation, documentation updates, and operational transitions. What changes matter commercially? 1) Cross-border depositaries—more options, case-by-case guardrails In line with AIFMD II, Liechtenstein will allow, under defined conditions, the appointment of a depositary established in another EEA state; this includes a specific FMA power to approve such an appointment in individual cases even where market-wide thresholds (e.g., total AuC > EUR 50bn) are exceeded, particularly where the asset strategy would otherwise be disadvantaged domestically—an ultimately pragmatic, “minimum-implementation” approach that expands viable structuring choices without sacrificing supervisory discretion. 2) Liquidity management—LMTs move from “nice to have” to operational must-have Supervisory powers are tightened: the FMA may request activation or deactivation of specified liquidity-management instruments (LMTs) in the interest of investors and financial stability; this formalizes “break-glass” capabilities and aligns with market feedback in consultation recognizing LMTs as central to orderly redemption under stress, with industry also advocating pragmatic, fast-track ways to retrofit LMTs into fund constitutive documents. 3) ELTIF 2.0—flexibility in, frictions out ELTIFs are explicitly promoted as a cross-border long-term finance product, with broadened eligible assets, differentiated treatment for professional vs. retail investors, and harmonized interactions with MiFID suitability rules; taken together with Delegated Regulation (EU) 2024/2759 on hedging, redemptions, LMTs, and cost disclosures, the package materially enhances feasibility for managers and accessibility for investors. 4) Supervisory transparency and auditor touchpoints—fewer blind spots The draft clarifies confidentiality rules while expressly enabling the FMA to share necessary information with audit firms and to conduct on-site reviews (announced or not), including quality control of fund auditors—an incremental but meaningful step that will shorten feedback loops and lift assurance over reporting. 5) AIFM “MiFID adjacency”—when ancillary services trigger MiFID II overlays Where AIFMs provide individual portfolio management or certain ancillary services, the package clarifies which MiFID II conduct and conflict-management provisions—implemented locally in the Wertpapierfirmengesetz (WPFG)—apply, while carving back duplicative vendor-selection obligations that are already fully covered under the AIFM rulebook; the result is crisper scoping with fewer overlaps. 6) Consultation temperature check—supportive, with operational asks The Government’s consultation drew 11 submissions across courts, industry bodies, and professions; stakeholders broadly backed tighter liquidation rules and supervisory oversight, emphasized the importance of LMTs, and—crucially—asked for administratively efficient pathways (e.g., fast-track or transition periods) to embed LMTs into constitutive documents without undue burden. Why this matters for your platform strategy For managers, administrators, and depositaries active in or through Liechtenstein, the package is more than an exercise in formal alignment: it safeguards the EEA passport by harmonizing local law with the new EU baseline, expands depositary and ELTIF structuring degrees of freedom, and equips the supervisor with calibrated tools that, used proportionately, can stabilize liquidity events; the net effect is a more resilient—and more competitive—funds hub for export from Liechtenstein into the EEA. What you should do now Map the directive and regulation touchpoints across your Liechtenstein products and delegations; Prepare LMT playbooks (governance, activation criteria, investor comms) and initiate document updates; Revisit depositary strategy for specialized assets and cross-border custody needs; Review audit interfaces, data quality, and supervisory reporting pipelines; For ELTIF use-cases, reassess eligibility, portfolio construction, and distribution to leverage the new flexibility. Bergt Law advises leading managers, fintechs, and service providers on AIF/UCITS topics, ELTIF launches, MiFID overlays for AIFMs, and complex cross-border depositary solutions. To discuss what this reform means for your product roadmap or to run a readiness workshop with our regulatory and teams, reach out via bergt.law/en. Sources: Report And Motion By The Government To The Principality Of Liechtenstein Parliament Regarding The Amendment Of The Law On Managers Of Alternative Investment Funds (AIFM) And The Law On Certain Undertakings For Collective Investment In Securities (UCITSG) And Other Laws No. 60/2025. Executive Summary: Liechtenstein’s 2025 fund law package implements AIFMD II and makes ELTIF 2.0 fully operable, while aligning UCITS, IUG and FMAG for consistency and passport certainty. AIFMD II’s focal points: lending by AIFs, outsourcing standards, cross-border depositary access, improved supervisory data, and enforceable LMT frameworks. The FMA can require activation/deactivation of LMTs and intensify auditor oversight, strengthening crisis tooling and reporting assurance. Cross-border depositaries become a viable option subject to FMA case-by-case approval—even above market-wide thresholds—where local custody options are unsuitable for the asset strategy. ELTIFs gain practical flexibility and investor reach; Delegated Regulation (EU) 2024/2759 refines hedging, redemptions, LMTs, and cost disclosures. AIFMs offering certain ancillary services must observe specified MiFID II conduct/conflict rules under WPFG, with duplications pared back. EEA incorporation is underway; the Liechtenstein Parliament is expected to consider the Government’s report in October 2025, guiding implementation planning.
12 December 2025
Banking & Finance

MiCAR Transition Watch: Why Liechtenstein’s TVTG VASPs Should Prepare For An 30 June 2026 Cut-Off – And What To Do Now

Introduction As MiCAR’s full authorisation regime for crypto-asset service providers (“CASPs”) settles across the EU/EEA, the single date that defines strategy for every TVTG-registered firm in Liechtenstein is the end of the transitional (“grandfathering”) window; and while practitioners have so far worked to a 31 December 2025 national end-date, policy discussions in Vaduz are now focusing on aligning the deadline with the maximum period foreseen by MiCAR—namely 1 July 2026 (i.e., operations allowed through 30 June 2026)—with the clear caveat that any such alignment must pass through the ordinary legislative process. What MiCAR already says (and why it matters) Article 143(3) MiCAR provides that CASPs already providing services in accordance with applicable law before 30 December 2024 may continue until 1 July 2026 (or until they are granted/refused authorisation under Article 63, if earlier). The same provision empowers Member States (and EEA states implementing MiCAR) to shorten or disapply the transitional period where their pre-MiCAR national framework is less strict. In other words, the regulation fixes an EU-level ceiling; national lawmakers decide whether their prior regime warrants the full runway. ESMA’s public register of national grandfathering choices currently records Liechtenstein at 12 months (consistent with the initial local approach that pointed to a 31 December 2025 cut-off), and explicitly notes that some entries reflect supervisory expectations pending national lawmaking. This “12-month” setting is the benchmark firms have used for project plans to date. The Liechtenstein twist: TVTG and MiCAR side by side With MiCAR taken over into the EEA Agreement in June 2025 (previously implemented on national level in February 2025) and thus directly applicable in Liechtenstein, the legislature has crafted an implementation statute (the EWR-MiCA-Durchführungsgesetz, “EWR-MiCA-DG”) and subsequent amendments, while preserving TVTG in parallel for activities and tokens that remain outside MiCAR’s scope (for example, certain NFTs), thereby avoiding gaps and forum shopping while still enabling EU/EEA passporting under MiCAR. The supervisory and government communications make that twin-track architecture explicit. Why an extension to 30 June 2026 is now on the table The practical case for alignment is simple: MiCAR already allows the full window; a longer transition materially reduces cliff-edge risk for incumbents, and—crucially—signals that the pre-MiCAR TVTG regime is not less strict in the sense of Article 143(3) second sub-paragraph. Recent amendments to the EWR-MiCA-DG and accompanying legislative materials indicate continuing calibration of the national framework; market participants therefore expect the political discussion to converge on the MiCAR maximum date, subject to the state legislature’s decision. Until any text is enacted and published, firms should treat this as credible but not definitive and plan for both timelines. Strategic implications for TVTG-registered VASPs (and groups using Liechtenstein as their EU/EEA hub) Authorisation path & sequencing. You can continue operating under TVTG during the grandfathering period if you were lawfully active before 30 December 2024, but you must file a timely and complete MiCAR application; ESMA’s note underlines that the transition is not an automatic waiver and that national choices can change as lawmaking progresses. Scope management. Because TVTG and MiCAR have mutually exclusive scopes by design, product classification (MiCAR-in vs. TVTG-only) must be robust, documented and revisited whenever features change (e.g., adding redemption features to a token). Passport readiness. With MiCAR directly applicable post-EEA take-up, authorisation in Liechtenstein unlocks passporting across the EU/EEA; operational playbooks should therefore be written to MiCAR standards now, with TVTG processes running in parallel during transition. Communications & conduct. Even in transition, MiCAR conduct and disclosure expectations (e.g., on whitepapers and marketing under the Titles in force) are effectively today’s standard for cross-border credibility and supervisory dialogue. What to do this quarter Assume 31 December 2025 for critical-path planning; model 30 June 2026 as the “upside case.” Align internal milestones (policy remediation, prudential safeguards, IT controls, outsourcing addenda, key function holders) to the earlier date; treat any extension as contingency relief, not slack. File early, file complete. A well-packaged MiCAR dossier (governance, own funds, safeguarding, conflict-of-interest lines, outsourcing, ICT/operational resilience) is the single most effective de-risking step; partial filings create “stop-clock” inefficiencies and compress transition runway. (See FMA and EWR-MiCA-DG framework for local procedural specifics.) Tighten product perimeter. Map every token/service against MiCAR vs. TVTG, and document the legal basis for transitional reliance; where doubt exists, apply MiCAR standards now to avoid remedial re-work post-authorisation. Be passport-ready on day one. Build your target-state control environment to MiCAR level across the group (not just the Liechtenstein entity), so that EU/EEA scale-up is operationally trivial once authorisation arrives. A note of legal nuance If the state legislature were to confirm an alignment with MiCAR’s 1 July 2026 end-date, that would, in practice, reflect a legislative judgement that the pre-existing TVTG regime is not less strict than MiCAR (in Article 143(3)’s sense), and therefore warrants granting the full MiCAR window; that is a policy-legal assessment by the national legislator which MiCAR expressly anticipates. Until then, the operative baseline remains the 12-month setting captured in ESMA’s list and the FMA’s earlier guidance. Bergt Law advises CASPs, exchanges, brokers, and token platforms on MiCAR authorisations, TVTG/MiCAR perimeter mapping, prudential safeguards, and proportional passporting strategies from Liechtenstein into the EU/EEA single market. We combine regulatory depth with product pragmatism—drafting that survives supervisory scrutiny, documentation that meets auditors requirements, and governance that actually works in production. To discuss an accelerated readiness review, a red-flag check of your MiCAR dossier, or a cross-border go-live plan, reach out via bergt.law/en. Key findings & core statements (executive bullets) MiCAR fixes a maximum transition to 1 July 2026; national law may shorten or disapply it if the pre-MiCAR regime is deemed less strict. Liechtenstein currently operates on a 12-month grandfathering setting (to 31 December 2025 in practice), per ESMA’s list and prior FMA communications. Policy momentum in Vaduz – within the ongoing EWR-MiCA-DG refinement—suggests alignment with the MiCAR maximum (30 June 2026) is under consideration, subject to enactment; firms should plan for both dates. TVTG and MiCAR co-exist with mutually exclusive scopes; rigorous product classification is essential, and adopting MiCAR-level conduct now is the safest cross-border strategy. Authorise early, passport sooner: With MiCAR now directly applicable in Liechtenstein post-EEA take-up, timely CASP authorisation is the gateway to EU/EEA scaling. This article reflects developments and sources available at the time of writing and may be updated as the legislative process in Liechtenstein advances. Until final and proper legislation procedure is followed and enacted parts of this article may be speculative.
12 December 2025
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