Liberia Company Formations

Liberia – LLC Company Incorporation

We can incorporate a Liberian LLC within 1 day. The use of standard articles of incorporation, certificates of formation and other organisational documents facilitate the formation process with the Liberian Registry.

Features of a Liberian LLC

• Non-resident Liberian companies are not liable for Liberian tax
• No obligation requiring Liberian participation in the management of your company
• No annual reporting or audits
• Same day incorporation
• Statutorily exempt from Liberian income and withholding taxes
• Company Law based on corporate laws of Delaware
• OECD Whitelisted

Registration Information required

A Certificate of Formation is the only document required to be filed with the Liberian Registry.

There is no statutory requirement to file neither the LLC Agreement nor the names of Managers and/or Shareholders. However, voluntary filings are permitted.

• Proposed Company Name
• Description of Company Activities
• Company Directors Details
• Shareholders Details

Company Directors and Shareholders

• Directors and shareholders may be of any nationality
• There is no requirement to appoint a Liberia resident director
• The shareholders of the Liberian company can be either corporations or individuals

The Liberian Association Law does not require information about shareholders, directors or officers to be filed in the public registry.

Filing requirements are confined to the Articles of Incorporation and amendments to the Articles of Incorporation, if any.

Limited Liability Company – LLC

The Liberian Limited Liability Company is an entity designed to provide the limited liability features of a corporation with the operational flexibility of a partnership.

Restrictions on choosing a Company Name

• Limited Liability Company: the name should end with “LLC”
• Corporation: a suffix for a corporation; terms such as “corporation,” “incorporated,” “corporation,” or “limited”, or any abbreviation thereof, can be used, as can corporate endings from foreign jurisdictions, such as “AG”, “S.A.” or “GmbH”.

Registered Agent in Liberia

The Registered Agent for all Liberian non-resident entities is The LISCR Trust Company, which is located in Monrovia, Liberia. The registered address of all non-resident Liberian entities is the address of the Registered Agent in Liberia and every non-resident Liberian corporation is obligated to maintain a Registered Agent in Liberia.

Standard Authorised Capital of a Corporation

The authorised capital of a standard Liberian Corporation is 500 registered shares without par value or up to US$50,000 of the total par value of shares. The par value may be expressed in any currency.

Registered Agent – Registered Office

Every company incorporated or registered under the Liberian Associations Law is statutorily required to retain the Liberian International Ship and Corporate Registry (LISCR) Trust Company as their Registered Agent in Liberia. The registered agent is available for the service of process in Liberia and will forward any mail directly to you.

The registered office is used for mailing annual invoices, legal notices and other correspondence from the registered agent.

Company Directors

• Your Liberian company only requires one director

Shareholders

• Shareholders may be of any nationality
• If there are three or more shareholders, there must be at least three directors
• If there are less than three shareholders, the number of directors must equal the number of shareholders
• Shareholders may be an individual or a corporate body

Our service will provide you with:

• Reserving Company Name
• Preparation of Company Registration Forms
• Drafting and signing the Memorandum and Articles of Association
• Filing documents with the Liberian International Ship and Corporate Registry
• Certificate of Incorporation
• Appointment of Directors
• Including Government filing fee
• Share Certificates
• We provide a duplicate copy of every filed document, stamped by the Minister of Foreign Affairs as Registrar of Corporations
• Leather binder with all documents and certificates
• Delivery of documents by FedEx / DHL

Filing Requirements

After formation there are minimal filing requirements which are confined only to matters affecting the status of the Articles of Association or merger.

Certificates of good standing and certified copies of filed documents are available. You may request an extended certificate of good standing to include further information.

Company Registration

• Formation is normally completed within 1 day, with actual formation documents available on the day of incorporation.
• To facilitate same day incorporation, we instruct a Trust Company to act as the subscriber to the formation documents, the Articles of Incorporation and the Registration Certificate.

Tax Status

Liberia non-resident companies are not taxed on income coming from outside Liberia and you need to ensure Liberian residents do not have a beneficial interest in your company to preserve non-resident status and remain tax exempt on all revenues generated abroad.

Liberia Ready Made Company

Our Shelf Companies are Liberian non-resident corporations that have been formed but have never traded or conducted any form of business activity.

Ready-made companies have no speed benefit as incorporation takes just 1 day. However, if you are looking to gain a business history, an established company would be beneficial.

Our Liberian Ready-Made companies have:

• No debts or liabilities
• Fully organised minute books
• Annual reports filed with the LISCR where necessary
• Fully drafted Memorandum and Articles of Association
• Initial share capital paid
• Registered address
• Name approved and registered
• Wide range of business objects
• Certificates of Incorporation issued
• Up-to-date resolutions
• Are in good standing
• Have never been in default or revoked

The company name, registered address, business objects and Articles of Association may all be changed if required.

Liberia Shelf Company

The price of the shelf company increases with its age, as older companies require more years of maintenance and possess greater credibility by virtue of age.

There are no restrictions regarding the nationality of directors or shareholders.

We complete all necessary documentation and file necessary changes to the company (e.g. directorships, name, objects, etc) on the same day of purchase.

Liberia Annual Compliance

In line with the Anti-Money Laundering regulations, we complete compliance checks and update the records held at the Registered Office, to ensure your Liberia company meets its regulatory obligations and remains in Good Standing.

We conduct annual reviews to ensure that the due diligence documentation held on your company file are up to date.

The fee covers the additional time spent monitoring Know Your Client for the Company Directors, Shareholders and other connected entities, in addition to general matters concerning corporate governance and regulatory updates.

Our annual compliance is based on a Liberia company with standard Share Capital, two Directors and two Shareholders. If your company has a higher Share Capital or additional Directors or Shareholders, there will be additional compliance charges.

Shareholder & Directors Maintenance

Under the Companies Act, we need to ensure your company registers, including the directors register and shareholder register are maintained. An updated copy of the Directors register is held at the Liberia registered office of your company.

If there are changes to the Company Directors of your company, we will need to get updated due diligence records and file an updated directors register with the Companies Registry.