Liberia Company Incorporation Guidance

Liberia Key Points

• Time – Only 1 day to incorporate your company
• Directors – only one director of any nationality, is necessary for your company
• Shareholders – only one shareholder required of any nationality
• Tax – should conduct business outside of Liberia in order to be exempt from corporation tax
• Confidential – there is no disclosure of director / shareholder information to government or public
• Support – using our 20 years experience we guide you throughout every step of the company formation process

Filing Requirements

Post formation there are minimal filing requirements which are confined only to matters affecting the status of the Articles of Association or merger, such as the introduction of a new limited partner, for example.

• There are no requirements to file the operating/management agreement for an LLC or the statutes of a foundation. Unlike the Certificate of Formation, the Operating Agreement is usually maintained internally but may be publicly filed if requested by the LISCR.
• Information regarding beneficial ownership, issued capital or shareholders does not need to be disclosed to the authorities.
• For an LLC corporation, Articles of Amendment, merger, consolidation, conversion, re-domiciliation and dissolution only take effect when filed.
• There is a facility to make voluntary filings of directors which you may choose to carry out in order to facilitate activities such as the opening of a bank account for example.
• We will supply you with copies of every filed document, stamped by the Minister of Foreign Affairs as Registrar of Corporations.
• Normal books of record and financial records should be maintained to reflect your companies financial status and satisfy the obligation to shareholders. Records can be maintained in any location.
• There is no reason to hold Annual General Meetings unless the shareholders insist.
• Shareholders may hold an actual meeting or pass written resolutions. A two thirds majority is required for the dissolution or sale of a corporation.

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.

Company Registration

• The Liberian Registry is operated by LISCR – Liberian International Ship and Corporate Registry, agent of the Minister of Foreign Affairs of the Republic of Liberia.
• Formation is normally completed within 1 day, with actual formation documents available on the day of incorporation in either London, Greece or Hong Kong.
• To facilitate same day incorporation, we instruct a Trust Company to act as the subscriber to the formation documents, for example the Articles of Incorporation and the Registration Certificate.
• Directors, officers and managers may be of any nationality, to support this the company can be managed from any jurisdiction.
• The company name can be in any language provided it uses only Roman characters. A company name checking service is available.

Key Features of a Liberian LLC:

• Non resident Liberian entities are not liable for Liberian tax. This means you may not trade or own real estate in Liberia.
• Beneficial ownership does not have to be disclosed to the authorities.
• There are no requirements for a Liberian corporation to file the names of directors or shareholders.
• No obligation requiring Liberian participation in the management of your company.
• There is no requirement to file accounts for any type of Liberian company.

If instructed at time of incorporation, Formacompany will take the following action at no additional cost:

• Elect client directors
• Appoint client officers
• Adopt bylaws