Liberia: Types of Company
Liberian corporations, registered business companies, LLC's, limited partnerships, foundations and not-for-profit corporations are easily formed under the Liberian Associations Law.
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. Directors, officers, managers, etc. can be any nationality and the entity can be managed from any jurisdiction.
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 Dubai, Hamburg, Hong Kong, London, New York, Piraeus, Rio de Janeiro, Singapore, Tokyo, Vienna, Virginia (email@example.com) or Zurich, Switzerland (firstname.lastname@example.org).
Unless collection from the LISCR office in one of the above locations is requested, formation documents are sent by courier. There may be an additional courier charge ($40 from the US to locations outside of the US, $25 from Switzerland to locations outside of Switzerland). Confirmation of incorporation/registration is sent by email or fax.
If requested, scanned copies of formation documents can be sent at the time of formation to the instructing party (or, on that person's instructions, elsewhere).
A major milestone in 2010 was the launceh of eCorp©, the Corporate Registry’s state-of-the-art web-based client interface that provides clients with secure, convenient, real-time, 24/7 access to their accounts to:
- Form new corporations
- Reserve names for new corporations
- Monitor the status of their existing corporations
- Obtain Certificates of Incorporation and Goodstanding
- Obtain copies of invoices
- Make payments via credit card and drawdown account
Clients must contact email@example.com to obtain log-in credentials to access eCorp at https://ecorp.liscr.com.
At the time of writing, the cost of formation of most Liberian entities is USD900, which includes the first year's annual registration tax and annual fee to the registered agent in Liberia. In the case of a corporation or registered business company, the capitalisation tax on either 100, 500 or 1,000 shares at no par value is USD20, USD100 and USD200 respectively. Thereafter annual tax and fees of USD900 in total are due on the anniversary date of formation, and annual invoices are sent in advance of that date. Different formation and annual charges apply to limited partnerships and foreign maritime entities (see below).
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 name-checking service is available and names can be reserved. New shelf entities are no longer provided because of the speed of formation, but LISCR does hold a list of available names from which a choice can be made.
Aged shelf corporations are available.
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.
A Liberian entity is permitted to have as its objects any purpose not specifically precluded by the law (e.g., a foundation may not trade, but may own the shares of trading organisation). Corporations frequesntly have as the objects clause a provision authorising the corporation to do anything permitted by the Business Corporation Act, so could carry on any business which does not require a licence from a Government authority in Liberia, in practice precluding only banking, insurance, mutual funds, and gaming. Standard formation documents are available, or custom documents can be used, either by the addition of provisions to the standard documents or by submitting custom documents (subject to compliance with the statutory requirements). Regular clients of the Registry deposit custom documents with the Registry to speed formation.
To facilitate same-day incorporation, The LISCR Trust Company acts as subscriber to the formation documents, for example in the case of a corporation, the Articles of Incorporation, Registration Certificate, etc. Formation documents include the transfer of subscription from each LISCR subscriber.
It is also possible for formation documents to be prepared, subscribed legalized and filed by the person requesting the formation.
On request and at no additional fee, staff of the registered agent will conduct organisation meetings, adopt bylaws, appoint directors, etc., for a corporation or registered business company as instructed in the request.
One shareholder and one director are required for a corporation or registered business company. One person can hold all the officerships of a corporation; the same person cannot be the sole director and the secretary of a registered business company. There must be at least one general and one limited partner for a limited partnership. One member and one manager are sufficient for an LLC. Detailed information about requirements for a foundation and a not-for-profit corporation can be obtained from LISCR.
Corporations and registered business companies can be formed with registered and/or bearer shares, or a combination of both and with the facility to change from one to the other. There is no requirement to file the partnership agreement for a limited partnership, the operating/management agreement for an LLC or the statutes of a foundation. In the case of a limited partnership and a foundation an abstract of some of the terms is filed.
Foreign maritime entities are legal entities established in another jurisdiction, which for the purpose of owning a ship registered under the Liberia flag, register in Liberia and become a Liberian entity, as well as retaining the underlying entity in the place of original formation. So, for example a German limited partnership may register as an FME. The partnership continues in Germany (and any change in the information about the partnership filed as part of the FME registration must be notified and the registration amended), but the legal entity which owns the ship will be the FME. An FME is permitted to have as its object only the owning and operating of a Liberia flagged ship.
Formation/registration instructions, specifying the information needed to form/register each type of nonresident legal entity permitted by Liberian law, are available from LISCR.