Liberia Company Restoration
We can restore Liberian companies that have been Struck Off the Liberian International Ship & Corporate Registry.
When your Liberian Corporation is Struck Off, the status certificate will state that the Corporation ended legal existence as a Liberian Non-Resident Domestic Corporation upon annulment by the Minister of Foreign Affairs.
Once your Liberian Corporation is restored to the register it is deemed never to have been annulled and deemed to have been in continued existence.
Liberia Company Restoration fees
In order for a struck off company to be restored by the Liberia Registry the following fees must be paid:
- Pay all of the annual government fees it would have paid as if it had remained active
- Liberia Government Restoration Fee – US$5,000
- Drafting Resolution to appoint Liberia registered agent – £120
- Filing fee to appoint new registered agent – US$150
- Re-acceptance of Agent Fee – US$500
- Registered Office Annual Fee – per year struck off – £420
- Liberia Government fees per year struck off – US$150
- 2.5% Transfer fee – for penalties, fees and charges to Liberia – to cover exchange rate changes, bank charges and fees
- Due Diligence Fee – per Director & Shareholder – £80
- Company Search – £180
- Our Assistance Fee to Restore Liberia Company – £540
When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.
Re-instatement of Annulled Corporation
An annulled corporation must send the request to the Minister of Foreign Affairs to apply for reinstatement and the decision as to whether the company is reinstated as at the Minister’s discretion.
When the rescission of involuntary dissolution is granted, the corporation is restored as an active corporation in good standing as if the annulment had not taken place.
It will have to pay all of the annual fees it would have paid as if it had remained active.
We complete the following during the reinstatement process:
- Your corporation will need to pay all of the government fees due at the time of annulment
- It will have to pay all of the fees it would have paid as if it had remained active
- It will have to pay a reinstatement fee to the Liberian Registry
- It will have to pay a re-acceptance fee to the Liberian Registered Agent
- We complete a Petition for Reinstatement/rescission letter – A copy of the Articles of Incorporation for your corporation and of any other document filed with the Registry over the life of the corporation prior to the annulment must be included with the Petition for Reinstatement
- The Petition for Reinstatement is acknowledged before a notary, after which it is authenticated by a Liberian consul
- We have to advise the Liberian registry of your reason for requesting a rescission of involuntary dissolution
- A shareholders resolution is prepared and a certified copy of the shareholders resolution sent to the registry
Although the Proclamation of Annulment remains in the public record, the corporation is restored as an active Liberian corporation as if the annulment had not taken place.
The corporation will need to pay all of the fees due at the time of annulment. It will have to pay all of the annual fees it would have paid as if it had remained active.
Administrative Strike Off
The Liberian Corporate Registry, acting on behalf of the Registrar of Corporations and the LISCR Trust Company may begin proceedings for an administrative strike off if your company does not adhere to the regulations.
The Registrar may strike your company off the Liberian International Ship & Corporate Registry for a number of reasons including:
- Your company has not maintained a Registered Agent in the Republic of Liberia – the agent all non-resident Liberian corporations is the LISCR Trust Company,Monrovia.
- Penalties for failure to maintain a registered agent are detailed in Section 11.3 of the Associations Law and include revocation of the Articles of incorporation/Annulment
- Failure of your company to pay its annual fee or late payment penalties
Failure of your Liberian company to maintain a Registered Agent will result in Annulment (involuntary dissolution) by the Registrar.
Failure to pay your annual registration fee will cause your corporation to fall out of Good Standing and the Registrar will not accept filings on behalf of the corporation until it has been restored back into Good Standing.
Voluntarily filed Articles of Dissolution
If your Liberia corporation voluntarily filed Articles of Dissolution and would like to restore the company. A Corporation will need to complete the following to revoke the dissolution:
- The corporation will need to pay all of the fees due at the time of dissolution
- It will have to pay all of the annual fees it would have paid as if it had remained active
- It will have to pay a reinstatement fee to the Liberian registry
To revoke the dissolution, we prepare and submit documents to the Liberian International Ship & Corporate Registry.
Legal Costs & Expenses on Company Restoration
- obtain a company search
- obtaining and perusing relevant filings and various related documents
- drafting and completing the documents necessary for the application
- drafting the restoration order
- serving documents and communicating with on the Registrar of Companies
- advertisement if required
- filing the application with the Court if necessary
- attending court hearing
Disbursements or Expenses:
- outstanding filing fees on annual returns
- penalty for late filings and other penalties
- court filing fees
- filing fees to the Companies Registry on the restoration application
Company Directors and Shareholders
When a Liberian company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.