Liberia Company Law - Liberia Business Corporation Act

The Liberia Business Corporation Act is the principal legislation that regulates registration and operation of companies in the Liberia. The law covers various aspects of companies in the Liberia including the company name, its powers, the registered office and registered agent.

Liberian non-resident domestic corporations are governed by provisions of the Business Corporation Act, The Associations Law, Title 5, as Amended, of the Liberian Code of Laws Revised.

  • A Liberian corporation is limited by shares (unless the Articles of Incorporation state otherwise.)
  • The Articles of Incorporation, as filed with the Registrar of Corporations, the Liberian Ministry of Foreign Affairs, is the only document upon which the existence of the corporation is based. If necessary, the Articles of Incorporation can be amended upon filing Articles of Amendment of the Articles of Incorporation.
  • Shall have at least one shareholder.
  • Shares of the corporations can only be issued within a scope of the authorized capital stated in the Articles of Incorporation.
  • A Liberian corporation shall have at least one director and otherwise, there is no limitation of number directors.
  • Directors are elected by the shareholders of a corporation, usually at the annual meeting of shareholders. Officers are normally appointed by the Directors.
  • A Liberian corporation operates through its officers, and not its directors. Directors are generally responsible for the management of the corporation, but the execution of their decisions is done by the officers, who have the power to sign on behalf of the corporation and to bind the corporation. For that reason the Registry only accepts documents for filing executed by two officers or by one person signing in multiple officer roles. Please note that a director may also hold an officer position(s). Acceptable officer titles include President, Secretary, Treasurer, etc
  • There is no requirement to file the names of the shareholders and/or Directors and/or Officers with the Registry. However, a voluntary public filing or a voluntary private recordation is permitted. Information and instructions available upon request.
  • A Liberian corporation should adopt Bylaws. A standard form of the Bylaws can be provided upon request. Liberian corporations are not required to file their Bylaws; however, the Bylaws can be filed voluntarily.

§4.2. Company Name.

..the name of a domestic or authorized foreign corporation:

(a) Shall contain the word “corporation,” “incorporated,” “company,” or “limited” or an abbreviation of one of those words or, except where the corporation establishes a place of business in Liberia or seeks authorization to do business in Liberia, include as part of its name such words or words, abbreviations, suffix, or prefix of like import of foreign countries or jurisdictions as will clearly indicate that it is a body corporate.

§2.2. Liberia General Powers.

Every corporation, subject to any limitations provided in this Act or any other statute of Liberia or its articles of incorporation, shall have power in furtherance of its corporate purposes irrespective of corporate benefit:

(a) To have perpetual duration.

(f) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, and pledge, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities.

(g) To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property or any interest therein, wherever situated.

§3.1. Registered Agent.

(a) Every domestic corporation or foreign corporation authorized to do business in Liberia or foreign maritime entity registered under the provisions of section 13.1 shall designate a registered agent in Liberia upon whom process against such corporation or foreign maritime entity or any notice or demand required or permitted by law to be served may be served. The registered agent for a corporation having a place of business in Liberia shall be a resident domestic corporation having a place of business in Liberia or a natural person, resident of and having a business address in Liberia.

§2.6. Liability of Directors, Officers, Shareholders and Members.

Unless otherwise provided by law, the directors, officers, shareholders and members of a domestic corporation shall not be liable for corporate debts and obligations; provided that this provision shall not eliminate or limit the liability of a director for:

a) Any breach of the director’s duty of loyalty to the corporation or its shareholders or members;

§4.4. Articles of Incorporation.

The articles of incorporation shall set forth:

(a) The name of the corporation.

(b) The duration of the corporation if other than perpetual.

(c) The purpose or purposes for which the corporation is organized. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under this Act,

§5.1. Classes of Shares.

Every corporation except a non-share corporation shall have power to issue the number of shares stated in its articles of incorporation. Such shares may be of one or more classes or one or more series within any class thereof, any or all of which classes may be of shares with par value or shares without par value, and may be registered or bearer shares,

§6.2. Qualifications of Directors.

The articles of incorporation may prescribe special qualifications for directors. Unless otherwise provided in the articles of incorporation, directors may be of any nationality and need not be residents of Liberia or shareholders of the corporation. The number of directors constituting the board shall be not less than one,

§7.1. Shareholders.

Place of meeting - meetings of shareholders may be held at such place, either within or without Liberia, as may be designated in the bylaws

Quorum of shareholders - number constituting quorum, a majority of shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.

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