The Anstalt is the hardest Liechtenstein form to explain to a Dutch inspector, and the reason is not obscurity. It is that the Anstalt does not have one shape. Depending on two clauses of its statutes it can behave like a company with a single shareholder or like a foundation with no owner at all, and Liechtenstein law permits both without changing the name on the register.
That flexibility was the selling point when these entities were established. It is now the problem, because the Dutch classification rules ask which of the two the entity actually is, and the answer is in a document written decades ago by someone who was not asked the question.
A form the Dutch list does not name
Since 1 January 2025 the comparison between foreign and Dutch legal forms is governed by the Besluit vergelijking buitenlandse rechtsvormen, which took effect on that date under its article 12. Article 2, paragraph 1, provides that a foreign legal form whose nature and organisation under the law of the state governing it are comparable to the nature and organisation of a Dutch legal form, including the essential characteristics set out in section 2 of the decree, is comparable to that Dutch form. The Dutch forms in play are the nine listed in article 1, paragraph 2, subparagraph b, under 1 to 9, and article 2, paragraph 2, adds that a foreign form comparable to more than one of them, or to none of them, is a non-comparable legal form.
The decree carries an annexed list of named foreign forms with the year in which each was qualified, and article 2, paragraph 3, presumes a listed form to be comparable, or not comparable, as the list says, unless the relevant law of the state governing it has changed materially after the end of that qualification year. Liechtenstein does appear in the annexed list of legal forms, but with a single entry: the Aktiengesellschaft, qualified in 2025 as comparable to the naamloze vennootschap or the besloten vennootschap. The Anstalt is not named there, and neither is the Stiftung.
That means there is no shortcut in either direction for an Anstalt. No presumption operates, and the comparison has to be made from the statutes of the particular entity, against the essential characteristics in the decree, by whoever is holding the file when the question arises. In practice that is the Dutch company’s adviser, at the point when a dividend is about to be paid.
What the Anstalt is under Liechtenstein law
Article 534, paragraph 1, of the Personen- und Gesellschaftsrecht defines the Anstalt as a legally independent and organised undertaking dedicated to lasting economic or other purposes, entered in the commercial register as the Anstaltsregister, possessing a stock of material and possibly personal means, and having neither public-law character nor another form of association. Paragraph 4 puts Anstalten without legal personality, and other non-independent dedications of assets subject to a purpose, outside those provisions and under the rules on the tacit trust relationship instead, with foundations reserved.
Formation is light. Article 535, paragraph 3, provides that more than one founder is not required. Article 536 requires written statutes signed by one or more founders, and its second paragraph lists what they must contain, including the designation as an Anstalt, the purpose, the estimated value of the Anstaltsfonds where it does not consist of money, the powers of the supreme organ, the organs for administration and, where applicable, for control, and the principles for drawing up the balance sheet and applying the surplus. Article 537, paragraph 2, requires the filing for registration to include a declaration that the Anstaltsfonds is at least half paid up or covered by contributions in kind, and how the rest is to be raised or secured.
Capital follows the general rule for bodies of persons. Article 122, paragraph 1, sets the minimum capital or minimum assets at 50,000 francs for the Aktiengesellschaft and other Verbandspersonen whose capital is divided into shares, at 10,000 francs for the Gesellschaft mit beschränkter Haftung and at 30,000 francs for Verbandspersonen whose capital is not divided into shares, and paragraph 1a permits registration in euro or US dollars at the same figures. Article 536, paragraph 5, allows an Anstalt to be established with a variable Anstaltsfonds on the model applied to the public limited company.
The two clauses that decide everything
Article 540 governs participation. Its first paragraph provides that Anstaltsanteile for founders or third parties in the assets of the Anstalt exist only as the statutes provide, even where fund contributions have been made and beneficiaries have been designated to take the profit of the Anstalt. The second paragraph makes shares and share certificates void so long as their admissibility is not provided for in the statutes. The fourth treats them as securities only where the statutes expressly say so, and the fifth then subjects such certificates to the rules on registered shares unless the statutes impose more restrictive conditions on their transferability.
Article 541 governs the founder’s rights. The Gründerrechte belonging to one or more persons may be assigned or otherwise transferred and may be inherited, but may not be pledged or otherwise encumbered. Article 543, paragraph 1, then provides that the holder or holders of the founder’s rights form the supreme organ of the Anstalt, and adds that the statutes may instead entrust the administration with the powers of the supreme organ.
Those two provisions are the whole classification question. An Anstalt whose statutes provide for participations, or whose founder’s rights remain in the hands of an identified person, has an owner: a transferable, inheritable position carrying the powers of the supreme organ. An Anstalt whose founder’s rights have been transferred to its own administration has none. The register does not settle which it is, because article 538, paragraph 1, lists what has to be entered and published, and the holder of the founder’s rights is not among those items.
Reading it against the Dutch essential characteristics
Article 3 of the Dutch decree lists the essential characteristics of the naamloze vennootschap and the besloten vennootschap: a capital divided into shares under civil law, legal personality, formation by one or more persons, shareholders who are not personally liable for what is done in the company’s name and are not bound to contribute to its losses beyond the amount to be paid up on their shares, the ability to distribute profit to shareholders, voting rights for all shareholders in principle, a board that represents the company, statutes, the capacity to be listed on a trading platform, and freely transferable shares.
Article 7 lists the essential characteristics of the stichting: it must not be possible to participate in its assets, it has legal personality, it has no members, it can make distributions only for an ideal or social purpose, it has a governing body, and it has statutes.
Here the two versions of the Anstalt part company. An Anstalt whose statutes provide for Anstaltsanteile, expressed to be securities and so governed by the rules on registered shares, has something that answers to the first and the last of the characteristics in article 3, and it is the candidate for comparison with the naamloze vennootschap or the besloten vennootschap. An Anstalt without them has no capital divided into shares and nothing that answers to freely transferable shares, so that comparison is not open on the statutes alone. Neither is the stichting, because an Anstalt that can distribute to private beneficiaries does not satisfy the requirement in article 7 that distributions be made only for an ideal or social purpose, and where the founder’s rights are held by a person rather than by the administration it is doubtful that participation in the assets is impossible. That is the classic route into article 2, paragraph 2, of the decree: comparable to none of the listed Dutch forms, and therefore a non-comparable legal form.
What a non-comparable form brings
The consequence is set out in the Wet op de vennootschapsbelasting 1969. Article 3, paragraph 1, subjects to Dutch tax as non-resident taxpayers, among others, bodies incorporated or entered into under the law of another state whose legal form is comparable to that of a body listed in article 2, paragraph 1, subparagraphs a, b, c, e, f or g, and, separately, bodies with a non-comparable legal form as defined in the second paragraph, in each case where they enjoy Dutch income. Article 2, paragraph 1, subparagraph h, does the same as a resident taxpayer for a body incorporated under foreign law and established in the Netherlands whose legal form is comparable neither to those Dutch bodies nor to a maatschap, a vennootschap onder firma, a commanditaire vennootschap or a transparent fund.
Paragraph 2 of article 3 defines the category with precision, and it has two limbs. A body has a non-comparable legal form where its form is comparable neither to the listed Dutch corporate forms nor to those partnership forms or a transparent fund, and where its assets, liabilities, income and costs are attributed to it under the tax rules of a state that treats it as a resident. Article 44, paragraph 1, subparagraph a, of the Liechtenstein Steuergesetz makes Anstalten and Stiftungen legal persons with unlimited liability to tax on their entire income where their seat or their place of effective management is in Liechtenstein, so for an Anstalt administered there the second limb is generally satisfied.
The practical effect is that the Anstalt is opaque. It is not looked through, its holder is not taxed on its income as it arises by reason of the classification alone, and the entity itself is the taxpayer for Dutch source income. Whether it is taxed on more than an enterprise depends on which subparagraph it falls under, since article 3, paragraph 3, subjects bodies comparable to a Dutch public-law legal person, bodies comparable to a vereniging, stichting or kerkgenootschap, and bodies treated as a segregated private fund within the meaning of article 2.14a of the Wet inkomstenbelasting 2001, to tax only to the extent that they carry on an enterprise.
The other question, which is asked of the holder
Classification of the entity is only half the file. Article 2.14a of the Wet inkomstenbelasting 2001 attributes the assets, liabilities, income and expenditure of a segregated private fund to the person who segregated that property during life or on death. The rule that decides a family file sits in the second and third sentences of that same first paragraph, not in a separate provision. After the death of that person the assets, liabilities, income and expenditure are attributed to his heirs, each heir in the same proportion as he takes under the succession, and from the moment such an heir dies his own heirs, and those who follow them, step into his place on the same basis. Attribution therefore tracks the succession shares, and it does so whether or not the heir ever receives anything from the fund.
The seventh paragraph carves out from that attribution the assets, liabilities, income and expenditure shown to belong to the assets or the profit of an enterprise of the fund, and only to the extent that it is shown that the profit of that enterprise is subject to a profit tax in the state or the states in which the enterprise is carried on. That is an enterprise test, not a residence test and not a rate test. It does nothing for a fund that holds investments in a state which happens to levy a corporate income tax, and both limbs have to be shown rather than asserted.
The relief directed at the rule on heirs is in the sixth paragraph, and its first sentence is narrow. It disapplies the second and third sentences for an heir where it is shown that he and his partner are not, and cannot become, beneficiaries of the fund, in which case the fund is attributed to the remaining heirs as though he had been excluded from the succession, and its third sentence goes further, disapplying the attribution in the second and third sentences of the first paragraph altogether where it is shown that a succession under a will is aimed to a preponderant extent at wholly or partly avoiding or deferring that attribution. The fifth paragraph runs in the other direction, attributing the fund to the beneficiaries where the person who segregated it, his partner and his heirs cannot be determined.
The definition in the second paragraph is where an Anstalt can escape. A segregated private fund is a segregated fund, not being a social-interest institution, with which more than incidentally a private interest is pursued, unless against the segregation of that fund there has been an issue of shares, profit certificates, membership rights, certificates of participation or comparable rights, or an economic entitlement has arisen. An Anstalt whose statutes provide for Anstaltsanteile, or whose founder’s rights confer an economic entitlement, is arguably outside the regime for that reason. An Anstalt whose founder’s rights sit with its own administration, and against whose endowment nothing was issued, is squarely inside it. The Belastingdienst’s guidance on segregated private assets starts from the second case, naming Stiftungen and Anstalten in Liechtenstein among the entities that fall under the regime, so that is the starting point the file has to argue against.
Liechtenstein’s own answer does not travel
The Liechtenstein position is straightforward and is no help. Article 61 of the Steuergesetz sets the Ertragssteuer at 12.5 per cent of taxable net income. Article 62, paragraph 1, imposes a minimum Ertragssteuer on legal persons with unlimited or limited tax liability whose tax is not settled by deduction at source under article 63a, paragraph 3, owed irrespective of how long the liability lasted in the year and creditable in full against the Ertragssteuer. The second paragraph fixes it at 1,800 francs, and the third disapplies it for taxpayers whose purpose is exclusively the operation of a commercially conducted trade and whose balance sheet total has not exceeded 500,000 francs on average over the last three financial years. A private asset structure under article 64 is subject exclusively to that minimum tax and is not assessed, and article 65 puts special dedications of assets without legal personality in the same position.
The conditions attached to that status are what make it awkward. Article 64, paragraph 1, requires the entity to carry on no economic activity in pursuit of its purpose, its shares or interests not to be publicly placed or traded and to be held or benefited only by the investors described in the third paragraph, the entity neither to solicit shareholders and investors nor to receive remuneration or reimbursement of costs for that activity, and its statutes to show that it is subject to the restrictions for private asset structures. The second paragraph allows it to hold participations only on condition that neither it nor its shareholders or beneficiaries actually exercise control over the management of those companies, and the fourth to sixth paragraphs require the conditions to be confirmed to the Steuerverwaltung on application and every year afterwards, with the status granted and policed by that authority.
None of that determines the Dutch answer. The Netherlands classifies by legal form, on the essential characteristics in its own decree, and asks separately whether the fund is a segregated private fund in the hands of a Dutch resident. A Liechtenstein confirmation that an entity is a private asset structure tells a Dutch inspector what Liechtenstein charges. It does not tell him what the entity is.
It can, however, cut the other way. An entity that has confirmed year after year that it carries on no economic activity is an awkward candidate for the enterprise exception in article 2.14a, paragraph 7. The Liechtenstein status and the Dutch relief ask about the same facts, and answering one narrows the other.
What to put in the file
The document that decides this is the statutes, and the questions are short. Do the statutes provide for Anstaltsanteile, and are they expressed to be securities. Who holds the founder’s rights today, has that changed since formation, and if they were transferred to the administration, when and by what instrument. Was anything issued against the original endowment.
Those four answers, with the instruments that support them, settle both the classification under the decree and the position under article 2.14a. Without them the file contains an entity of unstated character, and an unstated character will be read against the party who could have stated it. Silence is not a substitute either, because article 25 of the treaty obliges the competent authorities to exchange information foreseeably relevant to the administration or enforcement of domestic tax law and is not restricted by articles 1 and 2 of that treaty, and the earlier agreement on the exchange of information relating to taxes of 10 November 2009 has been in force between the two states since 1 December 2010.
One point of mechanics is worth keeping straight, because it is regularly attached to the wrong entity. Where the Anstalt itself holds the shares, article 17, paragraph 3, subparagraph b, of the Wet op de vennootschapsbelasting 1969 charges it as a non-resident taxpayer on income from a substantial interest in a company established in the Netherlands if it holds that interest with the avoidance of income tax at another person’s level as a main purpose and there is an artificial arrangement. The safe harbour in article 2d of the Uitvoeringsbeschikking vennootschapsbelasting 1971 measures the holder in the state where the holder is established, not the company in the Netherlands: at least half of its statutory and decision-making board members resident or established there, board decisions taken there, main bank accounts and bookkeeping there, qualified staff, premises with an office at its disposal there for at least 24 months, and payroll of at least 100,000 euro multiplied by the country factor in the annex, which for Liechtenstein is 100 per cent. Article 17, paragraph 5, makes this rebuttable in both directions, since meeting the conditions gives a presumption the inspector may displace, and failing them leaves the taxpayer to show that avoidance is not a main purpose or that there are valid commercial reasons reflecting economic reality.
A Dutch company beneath such an entity pays corporate income tax under article 22 of the Wet op de vennootschapsbelasting 1969 at 19 per cent on the first 200,000 euro of the taxable amount and 25.8 per cent above it, and distributions bear dividend withholding tax at the 15 per cent set by article 5 of the Wet op de dividendbelasting 1965 unless withholding is left undone under article 4 of that act or the treaty gives way. That domestic exemption, in article 4, paragraph 2, reaches a body resident for tax purposes in a state party to the Agreement on the European Economic Area, which Liechtenstein is, holding an interest in the withholding agent to which the participation exemption or the participation credit would apply if the holder were established in the Netherlands, but the third paragraph withdraws it where the interest is held with the avoidance of tax at another person’s level as a main purpose in an artificial arrangement, and the fourth applies it only to income for which the recipient makes it plausible that it is the beneficial owner. The treaty with Liechtenstein gives exclusive residence taxation under article 10, paragraph 3, subparagraph a, where the beneficial owner is a company, other than a partnership, resident in the other state and holding directly at least 10 per cent of the capital of the paying company throughout a 365 day period that includes the day of payment, and article 28 withholds that benefit where obtaining it was one of the principal purposes of the arrangement. Whether an Anstalt is a company for that purpose is not the same question as the Dutch comparison, because article 3, paragraph 1, subparagraph d, of the treaty defines a company as any body corporate or any entity treated as a body corporate for tax purposes, and an Anstalt acquires legal personality on entry in the commercial register under article 538, paragraph 2, of the Personen- und Gesellschaftsrecht and is a legal person for the Ertragssteuer. The two instruments can therefore give different answers on the same statutes, and the file should say which answer it relies on and why.
This article is informational and does not constitute tax or legal advice. The treatment of any structure depends on its facts and on the law of each jurisdiction involved. Each engagement is subject to scope and applicable regulation.