To incorporate a Liberia company the following is required for the company registrar:
The Liberian non-resident Corporation is one of the oldest and most popular types of entity for setting up a commercial enterprise.
Liberian Corporations have no annual filing requirements.
Liberia company law requires that a Liberian Limited Liability Company has a Resident Agent, their duty is to collect from the company and pay to the government annual tax to remain in Good Standing.
The Registered Agent provided for your company is the LISCR Trust Company and they are the registered address for your Liberian company.
The Liberian Limited Liability Company is an entity designed to provide the limited liability features of a corporation with the operational flexibility of a partnership.
The advantage of Liberian non-resident corporations is that Liberian company Law does not require any mandatory filings of board minutes, share registers, registers of officers and directors or financial information with the registry.
What are the restrictions on choosing a name of an entity?
As the names cannot be re-used and some restrictions apply, any proposed name should be reviewed by your local Regional Office for availability.
The name should include the appropriate ending, indicating the type of the entity:
• Corporation: a suffix for a corporation; terms such as “corporation,” “incorporated,” “corporation,” or “limited”, or any abbreviation thereof, can be used, as can corporate endings from foreign jurisdictions, such as “AG”, “S.A.” or “GmbH”.
• Limited Liability Company: the name should end with “LLC”
Can a name be reserved?
Names can be checked and reserved for clients via your local Regional Office. Once approved, the name will be reserved for six months. As an alternative to choosing a name, a list of pre-cleared names is available from any of the Registry’s Regional Offices.
Who is the Registered Agent in Liberia?
The exclusive Registered Agent for all Liberian non-resident entities is The LISCR Trust Company, which is located at 80 Broad Street in Monrovia, Liberia. The registered address of all non-resident Liberian entities is the address of the Registered Agent in Liberia. Every non-resident Liberian corporation is obligated to maintain a Registered Agent in Liberia.
What does a third party Corporate Search reveal about a Liberian entity?
A search will only reveal the name of the entity, the date of incorporation, the registration number and the name and address of the Registered Agent. Any third party may request and obtain a Certificate of Good Standing and certified copies of documents filed with the Registry.
What is a shelf company?
A shelf company is a ready-made, never used corporation created to meet a client’s immediate needs. Shelf companies are available and can be purchased through any of the Registry’s Regional Offices.
Generally the cost of a shelf corporation consists of the incorporation fee and a total amount of all annual invoices, if any. Contact us for a list of available shelf corporations.
Who can be an incorporator of a Corporation?
To facilitate same-day incorporation, The LISCR Trust Corporation usually acts as the incorporator (or incorporator and subscriber) to the Articles of Incorporation. However, it is also possible for the Articles of Incorporation to be prepared, subscribed and legalised by the person requesting the formation. In the latter scenario, a draft of the Articles of Incorporation must be provided to any of the Registry’s Regional Offices for review.
What is the Address of Record of a Corporation?
The Address of Record (AOR), often referred to as the billing address, is the address provided by the corporation to which the annual invoices and other correspondence are mailed. The Address of Record is the only contact address retained in the records of the Registered Agent. The address is confidential and not available to any third party. Furthermore, the Registry’s Regional Offices can only provide account information, accept documents for filing or a change of address when submitted by the Address of Record or under its written authorisation.
What is the Principal Place of Business of a non-resident Liberian Corporation?
The principal place of business of a non-resident Liberian Corporation is the business address of the Corporation, which can be located anywhere in the world except Liberia. The principal place of business may be different than the Corporation’s Address of Record.
What is the standard share structure/ authorised capital of a Corporation?
The authorised capital of a standard Liberian Corporation is 500 registered shares without par value or up to US$50,000 of the total par value of shares. The par value may be expressed in any currency.
What are the requirements regarding directors of a Corporation?
A Corporation must have at least one (1) director. Directors may be of any nationality and may be corporations, or other legal entities.
What are the requirements regarding officers of a Corporation?
A Liberian Corporation operates through its officers, not its director(s). It is the officers that execute the decisions taken by the director(s) and have the power to sign documents that bind the corporation. Therefore, Liberian Corporations are required to have officers: typically a President, Treasurer and Secretary.
The same person may hold two (2) or more “officer” titles. The officers may be individuals or legal persons of any nationality.
Shall the names of the directors, officers and/ or shareholders be filed with the Registry?
The Liberian Association Law does not require information about shareholders, directors or officers to be filed in the public registry. Filing requirements are confined to the Articles of Incorporation and amendments to the Articles of Incorporation, if any.
A voluntary filing of directors, officers and/or shareholders is permitted. Once filed, the information will become part of public record and will be available to any third party.
As an alternative to voluntary filings with the Registrar the corporation may record the information with the Registered Agent, who will issue the appropriate Certificate of Recordation. The information recorded with the Registered Agent is confidential and is not maintained in the public Registry.
What are the Bylaws?
Corporate Bylaws contain regulations, define the rights and obligations of shareholders, directors and officers, and provide rules of corporate governance. There is no requirement to file corporate Bylaws with the Registry. Voluntary filings are permitted.
LIMITED LIABILITY COMPANY (LLC)
What documents need to be filed with the Registry?
A Certificate of Formation is the only document required to be filed with the Registry. If the Certificate of Formation needs to be amended, a Certificate of Amendment of the Certificate of Formation has to be filed with the Registry.
There is no statutory requirement to file neither the LLC Agreement nor the names of Managers and/or Shareholders. However, voluntary filings are permitted. Instructions can be obtained through any of the Registry’s Regional Offices.
Every company incorporated or registered under the Liberian Associations Law is statutorily required to retain the Liberian International Ship and Corporate Registry (LISCR) Trust Company as their Registered Agent in Liberia. The registered agent is available for the service of process in Liberia and will forward any mail directly to you.
The registered office is used for mailing annual invoices, legal notices and other correspondence from the registered agent.
A standard formation is 500 registered shares without par value or US$50,000 of par value stock
With a corporation formed under the laws of Liberia, each share certificate issued states:
It is a legal requirement that your company has a registered office address in Liberia and we can supply this service for you.
Our service will provide you with:
After formation there are minimal filing requirements which are confined only to matters affecting the status of the Articles of Association or merger.
Certificates of good standing and certified copies of filed documents are available. You may request an extended certificate of good standing to include further information.
All documents must be filed in the English language (or accompanied by a certified translation) and be properly executed by a Liberian consul or Special Agent of the Bureau of Maritime Affairs.
We can incorporate a Liberian LLC in as little as one day. The use of standard articles of incorporation, certificates of formation and other organisational documents facilitate the formation process with the Liberian Registry.
Names can be checked and reserved for 24 hours. Company names may be in any language providing Roman characters are used. When naming your company, acceptable corporate suffixes are corporation, incorporated, limited or any abbreviation thereof.
Your chosen company name must be unique in Liberia, we can check the availability of your company name quickly and using our company name check.
Liberian corporations require only one director and one shareholder of any nationality. If your company has three or more shareholders, there must be at least three directors. If there are less than three shareholders the number of directors must at least equal the number of shareholders.
The authorised capital of a standard Liberian Corporation is 500 registered shares without par value or up to US$50,000 of the total par value of shares. The par value may be in any currency.
Corporations often use a provision authorising any business activity permitted by the Business Corporation Act, as an objects clause. This enables a business to operate in a wide variety of areas without the need to apply for multiple licenses.
Liberia non-resident companies are not taxed on income coming from outside Liberia. You need to ensure Liberian residents do not have a significant beneficial interest in your company in order to preserve non-resident status and remain tax exempt on all revenues generated abroad.