Formation of Non-Resident Corporation in Liberia
Every name must include a suffix appropriate to the type of entity, but, as with the name, it can be in any language so long as it is in Roman characters. There are special provisions to enable a name to be recorded in Chinese characters also and for the corporation to trade using the name in Chinese. A name may not be the same as or too similar to an existing name, and there are restrictions on using names which may mislead or imply a connection with or the patronage of the Government of Liberia.
The Liberian Registry is operated by LISCR, LLC (Liberian International Ship and Corporate Registry) as agent of the Minister of Foreign Affairs of the Republic of Liberia. Liberian entities can be formed on the same day that formation instructions are received, by email or fax, in either Liberian Corporate Registry offices of LISCR in Vienna, Virginia or Zurich, Switzerland. Formation instructions will be accepted from any professional user of offshore corporations (including ship managers, manning agents, ship owners, etc., as well as company and trust managers, lawyers, accountants, investment companies, etc.). In general, The LISCR Trust Company, as registered agent is precluded by due diligence requirements from accepting instructions from individuals not engaged professionally in company management or acting as a professional advisor.
A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. The minimum issued capital may be one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
Liberian company requires a minimum of one director and corporate directors are permitted. Details of the directors do not appear on the public file. Directors, officers, managers, etc. can be any nationality and the entity can be managed from any jurisdiction. There is no requirement for a Liberian corporation to file the names of directors or officers (Liberian corporations, based on US law, require officers to be appointed) or to file information about issued capital or shareholders.
Registered Office and Local Agent or Secretary
Every non-resident entity formed or registered under the Liberian Associations Law is statutorily required to retain The LISCR Trust Company as registered agent in Liberia. The annual fees included the registered agent charges. The registered agent is available for the service of process in Liberia and forwards any mail addressed to a Liberian entity sent to its offices.
The directors and the shareholders meetings need not be held in Liberia, also there is no requirement for an Annual General Meeting. All meetings may be held outside Liberia, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
1 – 3 business days.
Non-resident Liberian entities are not liable for Liberian tax, unless beneficially owned by a person liable to taxation in Liberia, but cannot trade within Liberia or own real estate in Liberia, and cannot undertake banking, insurance, insurance broking or mutual fund business anywhere.
Audit and Financial Returns:
There is no requirement to file accounts for any type of Liberian entity. The normal books of record of a legal entity and financial records should be maintained to reflect the entity’s financial status and to satisfy the obligation to disclose information to, for example, the shareholders. The records can be maintained in any location selected by the directors/managers and can be in paper or maintained electronically.
There is a facility to make voluntary filings of directors (certificate of election), officers (certificate of incumbency), minutes, affidavits, bylaws and powers of attorney, where this is required by the corporation, for example to facilitate the opening of bank accounts. Again model documents and instructions are available from LISCR.
Filing requirements for a registered business company include directors, secretary and shareholders, with a requirement to file changes within 30 days and an annual filing (included in the arrangements for payment of the annual tax and fee of $450). All documents filed must be in the English language (or if not in English be accompanied by a certified translation, but both the English and the ‘foreign’ version are filed documents and can be used as official extracts from the Registry) and be properly executed (notarized and apostilled or legalized by a Liberian consul or Special Agent of the Bureau of Maritime Affairs (available at every LISCR office).