To incorporate a Liberia company the following is required for the company registrar:
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 LLC?
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”
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 Company Search reveal about a Liberian company?
A search will only reveal the company name, the date of incorporation, the registration number and the name and address of the Registered Agent.
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.
Generally the cost of a shelf corporation consists of the incorporation fee and a total amount of all annual invoices. Contact us for a list of available shelf corporations.
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.
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 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.
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.
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..
There is no statutory requirement to file neither the LLC Agreement nor the names of Managers and/or Shareholders. However, voluntary filings are permitted.
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.
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.
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.
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.