GENERAL QUESTIONS
1. Who may request a formation of a Liberian entity?
2. What business entity do I choose?
3. What are the restrictions on choosing a name of an entity?
4. Can a name be reserved?
5. Who is the Registered Agent in Liberia?
6. What does a Corporate Search by a third party reveal about a Liberian entity?
CORPORATION
7. What is a shelf company?
8. Who can be an incorporator of a Corporation?
9. What is the Address of Record of a Corporation?
10. What is the Principle Place of Business of a non-resident Liberian Corporation?
11. What is the standard share structure/authorized capital of a Corporation?
12. What are the requirements regarding directors of a Corporation?
13. What are the requirements regarding officers of a Corporation?
14. What are the Bylaws?
LIMITED LIABILITY COMPANY (LLC)
15. How do I form a Limited Liability Company (LLC)?
16. What documents need to be filed with the Registry?
GENERAL OR LIMITED PARTNERSHIP
17. How do I form a General or Limited Partnership?
18. What documents need to be filed with the Registry?
PRIVATE FOUNDATION
19. How do I form a Private Foundation?
20. Is a deed of endowment included in the public record?
21. What is the minimum value of initial assets?
22. Who manages the Private Foundation?
23. Can a donor or a beneficiary be an officer of the Private Foundation?
24. What documents need to be filed with the Registry after registration?
FOREIGN MARITIME ENTITY
25. What is the reason for registration of a foreign entity in Liberia?
26. Can a Power of Attorney be used to register an FME?
27. Can an FME be registered using a different name than the underlying entity?
RE-DOMICILIATION INTO LIBERIA
28. What is the fee for re-domiciling into Liberia?
29. What are other options for transferring into Liberia?
1. Who may request a formation of a Liberian entity?
The Trust Company will accept formation instructions from any professional user of offshore entities (including ship managers, manning agents, ship owners, etc., as well as trust and company 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.
2. What business entity do I choose?
The choice depends on number of factual and legal questions. You should consult your attorney to determine which entity fulfils your particular need.
3. What are the restrictions on choosing a name of an entity?
As the names cannot be re-used and some restrictions apply, any proposed name should be reviewed by your local Regional Office for availability.
The name should include the appropriate ending, indicating the type of the entity:
• Limited Liability Company: the name should end with “LLC”
• Limited Partnership: the name should end with “Limited Partnership”
• Private Foundation: the name should end with “Private Foundation”
Names can be checked and reserved for clients via your local Regional Office. Once approved, the name will be reserved for six (6) months. As an alternative to choosing a name, a list of pre-cleared names is available from any of the Registry’s Regional Offices.
5. Who is the Registered Agent in Liberia?
The exclusive Registered Agent for all Liberian non-resident entities is The LISCR Trust Company, which is located at 80 Broad Street, Monrovia, Liberia. The registered address of all non-resident Liberian entities is the address of the Registered Agent in Liberia. Every non-resident Liberian corporation is obligated to maintain a Registered Agent in Liberia.
6. What does a third party Corporate Search reveal about a Liberian entity?
A search will only reveal the name of the entity, the date of incorporation, the registration number and the name and address of the Registered Agent. Any third party may request and obtain a Certificate of Goodstanding and certified copies of documents filed with the Registry.
CORPORATION
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 corporate@liscr.com for a list of available shelf corporations.
8. Who can be an incorporator of a Corporation?
To facilitate prompt 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 corporate@liscr.com.
9. 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.
10. 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.
11. What is the standard share structure/authorized capital of a Corporation?
The authorized 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 of any currency.
12. 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.
13. 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.
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.
LIMITED LIABILITY COMPANY (LLC)
15. How do I form a Limited Liability Company (LLC)?
A Liberian Limited Liability Company can be formed by the filing a Certificate of Formation.
16. What documents need to be filed with the Registry?
A Certificate of Formation is the only document required to be filed with the Registry. If the Certificate of Formation needs to be amended, a Certificate of Amendment of the Certificate of Formation has to be filed with the Registry.
GENERAL OR LIMITED PARTNERSHIP
17. How do I form a General or Limited Partnership?
Registration of a Limited Partnership in Liberia takes effect when the Certificate of Limited Partnership has been filed with the Minister of Foreign Affairs as Registrar. The name of the general partner and the name(s) of the limited partner(s) need to be included in the Certificate. Every LP must have at least one general partner and one limited partner.
18. What documents need to be filed with the Registry?
A Certificate of Limited Partnership is the only document required to be filed with the Registry. If any part of the information filed with the Registry needs to be amended, an Amended Certificate of Limited Partnership has to be filed.
PRIVATE FOUNDATION
19. How do I form a Private Foundation?
A Private Foundation is established by the registration of an extract of particulars derived from a deed of endowment. Please contact any Regional Office for detailed information and assistance.
20. Is a deed of endowment included in the public record?
The Memorandum of Endowment does not form a part of the public record. Only the basic information extracted from the Memorandum of Endowment is recorded with the Liberian Registry.
21. What is the minimum value of initial assets?
The initial assets must be cash or equivalent to US$10,000. Assets transferred to the foundation cannot be withdrawn by the donor.
22. Who manages the Private Foundation?
The management of the Private Foundation is performed by its officers. The Private Foundation must have a minimum of three (3) officers – at least two (2) must be individuals. There are no residency or nationality requirements.
23. Can a donor or a beneficiary be an officer of the Private Foundation?
The donor and the beneficiaries cannot be an officer. However, both can be members of the supervisory board.
24. What documents need to be filed with the Registry after registration?
A Private Foundation is required to file an annual return confirming that information already in the public record is accurate, or advising of any changes, if necessary. Any changes of the particulars filed with the Registrar have to be filed with the Liberian Corporate Registry in a form of an Amendment of the Particulars.
FOREIGN MARITIME ENTITY (FME)
25. What is the reason for registration of a foreign entity in Liberia?
A non-Liberian entity may register in Liberia as a Foreign Maritime Entity (FME) for the purpose of owning and operating a vessel flying the Liberian flag.
26. Can a Power of Attorney be used to register an FME?
The application for registration of FME may be executed by a person with a Power of Attorney issued by underlying entity for that particular purpose. The original POA must be submitted with the application.
27. Can an FME be registered using a different name than the underlying entity?
It is possible to register the FME with a different name than the name of the entity in the original jurisdiction.
RE-DOMICILIATION INTO LIBERIA
28. What is the fee for re-domiciling into Liberia?
Re-domiciling into Liberia is free of charge.
29. What are other options for transferring into Liberia?
For jurisdictions that do not permit re-domiciliation, the foreign entity can merge into Liberia.