Bearer Shares Alert: Has Your Corporation Reacted?

We would like to remind our clients that the requirements of the latest amendment to the Liberian Business Corporation Act affect all Liberian corporations that are authorized by their Articles of Incorporation to issue bearer shares – regardless of bearer shares being issued or not. All corporations authorized to issue bearer shares will be required to submit an affidavit to the Registrar within 30 days after the first anniversary date, beginning January 1, 2019. This affidavit will need to confirm that the corporation(s) want to maintain the ability to issue bearer shares and that all issued and outstanding bearer shares have been placed in the custody of the approved custodian, with the LISCR Trust Company being the only approved custodian at the moment.

Corporations that are authorized to issue bearer shares, that have no intention to maintain that ability, shall file Articles of Amendment changing their authorized capital to registered shares only.  The Articles of Amendment shall be filed preferably before December 31, 2018, but no later than the first anniversary date of incorporation in 2019 to avoid noncompliance penalty fees, and being forced to involuntarily change to registered shares by an Automatic Amendment of the Articles of Incorporation, in addition to all issued bearer shares being immediately disabled.

Please contact for instructions to file Articles of Amendment and/or further details.