Amending Pre-1977 corporations to Fall Under Current Law


The Business Corporation Act (“the BCA”) applies to all non-resident corporations incorporated on or after January first, 1977, or incorporated prior to that date and already changed to the provisions of the BCA. Corporations formed prior to that date and still under the provisions of the Liberian Corporation Law of 1948 may at any time subject themselves to the BCA by amending their articles of incorporation.


The current law, BCA, does not remove any powers that were in the old law and in fact opens up many opportunities which were not available under the old law of 1948. All documents issued by the Liberian Registry are in accordance with the provisions of BCA. It is also required that any documents for filing with the Registry be prepared, in accordance with the provisions of this Act.


In order to change to the BCA, Corporations need to file Articles of Amendment. A model form is provided upon request. The filing is free of charge, however, all outstanding invoices on the account of the corporation must be paid prior to the filing of the Articles of Amendment.


Unless the original Certificate of Incorporation or Bylaws impose additional requirements, an amendment to bring the Corporation within the Business Corporation Act requires the vote of the holders of a majority of all outstanding shares.


Corporations which were formed under the Law of 1948 may still file Articles of Dissolution without having to file a separate amendment to first convert to the BCA. Special instructions for Articles of Dissolution are used in such cases amending the articles as part of the dissolution process.