1. What is a shelf company?
A shelf company is a ready-made, never used corporation created to meet a client’s immediate need. Shelf companies are available and can be purchased through any of Registry’s Regional Offices. Generally the cost of a shelf corporation consists of the incorporation fee and a total amount of all annual invoices, if any.
Contact firstname.lastname@example.org for a list of available shelf corporations.
2. Who can be an incorporator of a Corporation?
To facilitate same-day incorporation, The LISCR Trust Corporation usually acts as the incorporator (or incorporator and subscriber) to the Articles of Incorporation. However, it is also possible for the Articles of Incorporation to be prepared, subscribed, and legalized by the person requesting the formation. In the latter scenario, a draft of the Articles of Incorporation must be provided to any of the Registry’s Regional Offices for review. Please contact email@example.com.
3. . What is the Address of Record of a Corporation?
The Address of Record (AOR), often referred to as the billing address, is the address provided by the corporation to which the annual invoices and other correspondence are mailed. The Address of Record is the only contact address retained in the records of the Registered Agent. The address is confidential and not available to any third party. Furthermore, the Registry’s Regional Offices can only provide account information, accept documents for filing or a change of address when submitted by the Address of Record, or under its written authorization.
4. What is the Principal Place of Business of a non-resident Liberian Corporation?
The principal place of business of a non-resident Liberian Corporation is the business address of the Corporation, which can be located anywhere in the world except Liberia. The principal place of business may be different than the Corporation’s Address of Record.
5. What is the standard share structure/authorized capital of a Corporation?
The authorized capital of a standard Liberian Corporation is 500 registered and/or bearer shares without par value or up to US$50,000 of the total par value of shares. The par value may be of any currency.
6. What are the requirements regarding directors of a Corporation?
A Corporation must have at least one (1) director. Directors may be of any nationality and may be corporations, or other legal entities.
7. What are the requirements regarding officers of a Corporation?
A Liberian Corporation operates through its officers, not its director(s). It is the officers that execute the decisions taken by the director(s) and have the power to sign documents that bind the corporation. Therefore, Liberian Corporations are required to have officers: typically a President, Treasurer and Secretary.
The same person may hold two (2) or more “officer” titles. The officers may be individuals or legal persons of any nationality.
8. Shall the names of the directors, officers and/or shareholders be filed with the Registry?
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.
A voluntary filing of directors, officers and/or shareholders is permitted. Once filed, the information will become a part of public record and will be available to any third party.
As an alternative to voluntary filings with the Registrar, the corporation may record the information with the Registered Agent, who will issue the appropriate Certificate of Recordation. The information recorded with the Registered Agent is confidential and is not maintained in the public Registry.
9. What are the Bylaws?
Corporate Bylaws contain regulations, define the rights and obligations of shareholders, directors and officers, and provide rules of corporate governance. There is no requirement to file corporate Bylaws with the Registry. Voluntary filings are permitted.