Under Liberian law anything that can be done at a general meeting or at a meeting of the board of directors can be done by a resolution, of the members or of the directors, as the case may be, unless one of the parties entitled to attend the meeting and vote objects to the passing of the resolution without a meeting. There are different majority requirements for different activities. Under the law, normally a bare majority is all that is required, but for dissolution a two thirds majority is required. The Articles of Incorporation can fix a higher requirement if desired.
Unless the shareholders insist on it, it is not necessary to have an annual general meeting. Also the only business which must be conducted at the AGM, or by resolution if there is no meeting, is the election of directors, and normally the terms of a director’s election are for a year or until removed or retires, so the absence of the AGM or the annual resolution is not fatal to a corporation.
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