Formation of Non-Resident Corporation in Liberia
RECURRING AND MAINTENANCE FEES AS FROM 2ND YEAR - $950
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Liberia.
FACTS & INFO
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 organization). Corporations frequently have as the objects clause a provision authorizing the corporation to do anything permitted by the Business Corporation Act, so could carry on any business which does not require a license 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.
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 working 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).
Our Services & Requirements
OUR SERVICES FOR THE COMPANY FORMATION IN LIBERIA INCLUDE:
- Name check and approval
- Filling incorporation documents with the Registrar of Companies
- Registration Forms
- A standard set of original corporate documents
- Payment of the Government fee
- Provision of registered office one year
- Provision of registered agent for one year
- Provision of Address of record for one year
- Rubber stamp
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
RECURRING AND MAINTENANCE FEES AS FROM 2ND YEAR - $ 950
- Provision of registered office and registered agent
- Payment of annual government fee
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and will be USD 130. Please be advised that there will be some exceptions where the fee might be higher.