An existing foreign entity that was formed in another jurisdiction may re-domicile to Liberia for free. This process enables the foreign entity to retain its business history and maintain its legal identity while also reaping the benefits of becoming a Liberian entity. In essence, re-domiciliation is a continuation of the existing foreign entity as a Liberian entity. Re-domiciliation does not create a new legal entity nor does it constitute dissolution of the existing entity.
Basic information upon re-domiciliation into Liberia
A non-Liberian corporation can re-domicile into Liberia and will become a Liberian Corporation upon filing the application with required attachments, including the Articles of Incorporation of the corporation as a Liberian corporation. The corporation will continue its existence as a Liberian corporation; the existence date of the re-domiciled corporation is the date of incorporation of the corporation in the jurisdiction of its origin.
Liberian nonresident domestic corporations are governed by provisions of the Business Corporation Act, The Associations Law, Title 5, as Amended, of the Liberian Code of Laws Revised, (the “BCA”). A copy of the BCA is available on our Liberian Law Page.
• A Liberian corporation is limited by shares (unless the Articles of Incorporation state otherwise.)• The Articles of Incorporation, as filed with the Registrar of Corporations, the Liberian Ministry of Foreign Affairs, is the only document upon which the existence of the corporation is based. If necessary, the Articles of Incorporation can be amended upon filing Articles of Amendment of the Articles of Incorporation.
• Shall have at least one shareholder.
• Shares of the corporations can only be issued within a scope of the authorized capital stated in the Articles of Incorporation.
• A Liberian corporation shall have at least one director and otherwise, there is no limitation of number directors.
• Directors are elected by the shareholders of a corporation, usually at the annual meeting of shareholders. Officers are normally appointed by the Directors. (Subject to the provisions of the BCA, the Articles of Incorporation and the Bylaws)
• A Liberian corporation operates through its officers, and not its directors. Directors are generally responsible for the management of the corporation, but the execution of their decisions is done by the officers, who have the power to sign on behalf of the corporation and to bind the corporation. For that reason the Registry only accepts documents for filing executed by two officers or by one person signing in multiple officer roles. Please note that a director may also hold an officer position(s). Acceptable officer titles include President, Secretary, Treasurer, etc.
• A Liberian corporation should adopt Bylaws. A standard form of the Bylaws can be provided upon request. Liberian corporations are not required to file their Bylaws; however, the Bylaws can be filed voluntarily.
Please contact any of the LISCR offices if you have any questions or need any further information.
Advantages of Moving Into Liberia
• 70+ year history – commercially tested legal system
• Global customer support through a worldwide network of full-service offices
• eCorp© — the world’s premier electronic corporate registry
• Efficient incorporation and document issuance
• Apostilles and Acknowledgments are available
• Cost efficient formation and administration
• No annual reports or audits
• Statutorily exempt from Liberian income and withholding taxes
• Exclusive Registered Agent for filings and service of process
• OECD white-listed jurisdiction
• Dual language filings