Factsheet on ‘structures without a governing body’ – as at September 2026
Why this fact sheet?
In the media, the topic of ‘structures without a governing body’ has also been addressed under the terms ‘zombie trusts’ or ‘orphaned structures’. This has led, and continues to lead, to confusion and inaccurate statements. This document – which is updated regularly – explains the context, sets out the current facts and provides the latest figures.
What are ‘structures without a governing body’?
For the Liechtenstein authorities, ‘structures without a governing body’ (legal entities) are those in which the official procedure for the dissolution and liquidation of a legal entity has had to be suspended because no person can be appointed as liquidator. These legal entities are ‘without a governing body’ because the appointment of a governing body or liquidator is, in principle, not possible for the duration of national and foreign sanctions. In particular, these are cases in which the Appeals Commission for Administrative Matters (VBK) or the Administrative Court (VGH, or now the Supreme Court (OGH) acting as the VGH) has ruled that the appointment of the last governing body as liquidator pursuant to Article 180a of the Law on Persons and Companies is unreasonable due to an existing risk of sanctions. These cases are the result of consistent adherence to the sanctions policy; in principle, this situation can only be resolved once the underlying sanctions have been lifted or the connection to OFAC has ceased to exist.
Why did the war of aggression against Ukraine lead to ‘orphaned’ structures in Liechtenstein?
As a result of Liechtenstein’s consistent sanctions policy in the context of the war in Ukraine, members of the governing bodies of legal entities domiciled in Liechtenstein have resigned. This affects legal entities which are subject to the European Union sanctions implemented autonomously by Liechtenstein, have a general connection to Russia, or are affected by the sanctions regimes of other partners of Liechtenstein, including those of the United States of America. Where there is a connection to US sanctions – in the majority of cases, this relates to designated economic sectors rather than to sanctioned individuals – the inevitable consequence of the measures adopted in Liechtenstein is that these legal entities can neither continue to operate nor be wound up and must therefore, in principle, remain ‘without a governing body’, unless the situation changes. The legal entities affected are in liquidation, proceedings have been suspended and, in the absence of a governing body, their assets are effectively frozen. This ensures that the assets in question can no longer be used to potentially support Russia’s war of aggression in Ukraine or to circumvent national or foreign sanctions.
The work of the steering committee since mid-2025
In order to analyse the overall situation and identify possible further courses of action regarding legal entities without a governing body, the government set up a steering committee in mid-2025.
The steering committee has categorised the cases in which the body has resigned or is no longer able to act due to sanctions and has analysed and proposed options for further action.
In cases relating to Russia but not involving national or international sanctions, a governing body may be appointed in accordance with Article 180a of the Law on Persons and Companies, or a liquidator may be appointed. These legal entities may continue to operate or be wound up.
Where permitted under sanctions law, liquidators have been and will be appointed, or the legal entities will be continued. Legal entities with no assets will be struck off the Commercial Register following the completion of the proper procedure.
In the case of legal entities where there is a connection to sanctions law and where, consequently, the appointment of a governing body – including liquidator – is precluded on grounds of sanctions law, the official proceedings remain suspended. These are then the so-called ‘structures without a governing body’ in the sense described above, for as long as the situation does not change.
Current figures as at September 2026:
There are currently 175 legal entities without a governing body that have a connection to Russia.
Of these, proceedings have been suspended in respect of 144 legal entities. These legal entities are currently regarded as ‘structures without a governing body’.
The other legal entities without a governing body (currently 31) are still subject to ongoing administrative proceedings or administrative court proceedings.
Statement of the Liechtenstein Institute of Professional Trustees and Fiduciaries on the war in the Ukraine and the sanctions imposed worldwide in this context, in particular the OFAC sanctions imposed by the USA:
The Liechtenstein Institute of Professional Trustees and Fiduciaries strongly condemns the Russian invasion and is deeply concerned and worried about the war, which has been going on for more than two years now, and its consequences. The THK unreservedly supports the sanctions imposed for this reason and hopes for a swift end to the war in the Ukraine and a return to dialogue and diplomacy.
As one of the largest and most important associations of the Liechtenstein financial market, the Liechtenstein Institute of Professional Trustees and Fiduciaries is aware of its responsibility.
The Liechtenstein Institute of Professional Trustees and Fiduciaries recognises the central role of financial intermediaries with regard to the sanctions imposed worldwide and supports the Liechtenstein government in the consistent implementation and application of sanctions. The THK is therefore in permanent contact with the competent authorities and the government’s crisis team.
The Liechtenstein Institute of Professional Trustees and Fiduciaries recognises the importance of complying with foreign sanctions related to the Russian war of aggression, in particular the sanctions of the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, due to the central role of the United States.
Compliance with these sanctions is a crucial prerequisite for supporting their global effectiveness.
The Liechtenstein Institute of Professional Trustees and Fiduciaries therefore strongly advocates the necessity of compliance with OFAC sanctions against Russia by all financial intermediaries on the Liechtenstein financial market.
23.09.2024
Board of Directors