Incorporator or Incorporator and Subscriber – Explained


At the time of incorporation of a Liberian corporation the Articles of Incorporation are executed by an incorporator. The incorporator may subscribe for the right to a share of the corporation, acting both as the Incorporator and as a Subscriber or act solely as an incorporator of the corporation (Incorporator only).


Incorporator and Subscriber:

At the time of filing of the Articles of Incorporation the incorporator will issue a transfer of subscription document for the one share for which he has subscribed.  The transfer will be signed and dated, but the name of the transferee will be left blank for the recipient to complete.


The Transfer permits the one share to be transferred to the person who should be holding it, and permits a person whose name is filled in on the transfer of subscription to pass the organization resolutions to elect directors who then have control of the corporation and are the ones who can authorize the issuance of shares.


As the transfer of subscription is the only evidence of the ownership of the subscriber’s share, it is important that the name of the transferee is entered immediately upon receipt of the transfer of subscription and the transfer inserted in the minute book.  The surrender of the transfer must be recorded in the share register of the corporation.  Only then can the initial share certificate be issued. The share certificate can be issued either to the shareholder or back to the corporation, as resolved in the Minutes of the organization meeting.


The transfer of subscription once surrendered would no longer hold any value other than an evidence of its proper use.


Incorporator only:

If the incorporator does not subscribe for a share at the time of filing the Articles of Incorporation, the incorporator will issue a proxy for the holder of the proxy authorizing the appointment of Directors and officers and the adoption of bylaws. Alternatively, the incorporator can pass the organization resolutions.