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Liberia: Types of Company

Post Formation Filing Requirements

This page was last updated on 21 September 2020.

After formation there are minimal filing requirements, such as 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, redomiciliation and dissolution only take effect 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 (as in US law, Liberian corporations 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.

For a registered business company, filing requirements 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 on paper or in electronic form.

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 good standing and certified copies of filed documents are available, to both the entity and a third party. In the case of a corporation or a registered business company, the corporation or company may request an extended certificate of good standing, to include information specified by the 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 must be filed in English (or if not, accompanied by a certified translation) and be properly executed (notarised and apostilled or legalised by a Liberian consul or special agent of the Bureau of Maritime Affairs (available at every LISCR office).

 

 

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