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Liberia: Types of Company

Post Formation Filing Requirements

Post-formation there are minimal filing requirements, confined to matters that affect the status of the formation document (e.g., Amendment to the Articles, merger, introduction of a new limited partner, etc).

Beneficial ownership does not have to be disclosed to the authorities.

For a corporation or registered business company, articles of amendment, merger, consolidation, conversion, re-domiciliation and dissolution take effect only when filed. Model documents are available from LISCR, with detailed instructions and filing fees.

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.

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 USD450, at the time of writing).

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.

Filing requirements for limited partnerships, LLCs and foundations can be obtained from LISCR, along with model documents and instructions.

A duplicate copy of every filed document, stamped by the Minister of Foreign Affairs as Registrar of Corporations, is provided to the corporation.

Certificates of goodstanding and certified copies of filed documents are available, both to the entity and to a third party. In the case of a corporation or a registered business company, the corporation or company may request an extended certificate of goodstanding, to include information specified by the corporation/company and which has been the filed with the Registrar (e.g., the names of directors, in the case of a corporation, by way of a voluntary filing of a certificate of election).

An entity which has been dissolved or which has been struck-off can generally be reinstated, on filing of the necessary indemnities and payment of all outstanding fees and any penalty fees (in the case of striking-off).

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 (notarised and apostiled or legalised by a Liberian consul or Special Agent of the Bureau of Maritime Affairs (available at every LISCR office).

 

 

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