Liberia Business Corporation Act – Company Law
The Republic of Liberia has amended its Associations Law, Title 5, Liberian Code of Laws Revised on April 6, 2020.
The amendments modernize the corporate laws of Liberia to make it more competitive, liberal and user-friendly, while maintaining international standards established by international multi-governmental organizations such as the OECD
Disabled bearer shares conversion deadline December 31, 2020
The amended Associations Law confirms the disabled bearer share conversion deadline of December 31, 2020. In practice, all corporations who were previously authorized in their Articles of Incorporation to issue bearer shares, but had their Articles of Incorporation automatically amended by the Registrar, will be required to submit an Attestation to the Registrar, confirming that all disabled bearer shares were either converted to registered shares or forfeited (cancelled) by December 31, 2020. Failure to submit a completed Attestation on or before the deadline will result in the issuance of a non-compliance penalty in the amount of $3,000; therefore, affecting the good standing status of the corporation.
Annual Declaration of Shareholding, Beneficial Ownership, Management and Record-keeping of the Corporation to be recorded with the Registered Agent
The amended Associations Law compels the registered agent to mandatorily require entities for which it serves as the registered agent, to annually record information pertaining to directors, management and ownership. To comply with this requirement, the registered agent of all non-resident entities, the LISCR Trust Company, shall require all entities to submit by 31 December, 2021, and annually thereafter, a Declaration detailing the number of shareholders, beneficial owners, directors and officers of the Liberian corporation, as well as, attest to the record-keeping obligation of the corporation and provide a point of contact whom is responsible for keeping the records of the entity.
Liberian corporate law is modelled on U.S. corporate law. Liberian legal entities are governed by the Liberian Associations Law (1977, as amended), which contains the Business Corporations Law, the Limited Liability Company Law and the Private Foundation Law.
Liberian non-resident domestic corporations are governed by provisions of the Business Corporation Act, The Associations Law, Title 5, 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 authorised 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.
The name of a domestic or authorised foreign corporation:
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.
Every domestic corporation or foreign corporation authorised 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.
The articles of incorporation shall set forth the name of the corporation and the duration of the corporation if other than perpetual.
The purpose or purposes for which the corporation is organised. 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 organised under this Act,
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,
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.
Corporation not in good standing. Notwithstanding that a corporation is not in good standing, it shall remain a corporation formed under this Act, but the Registrar or the Deputy Registrar shall not accept for filing any certificate required or permitted by this Act and no certificate of good standing shall be issued with respect to such corporation, unless or until such corporation shall have been restored to and have the status of a corporation in good standing.
A registered business company or any member or creditor thereof who feels aggrieved by the registered business company having been struck off the register under section 70.272 may, before the expiration of ten years from the dissolution of a registered business company under that section, make application to the Registrar or the Deputy Registrar to restore the registered business company to the register.