To be duly organized, a new Liberian corporation should hold a first meeting to adopt bylaws and elect director(s) and officers (as needed).
In this regard, at least one director must be elected, three officers appointed (President, Secretary and Treasurer) and bylaws adopted. In the event that the initial directors were not named in the corporation’s Articles of Incorporation, the Incorporator can be requested to hold that meeting on behalf of the Corporation and issue organization resolutions with the Articles of Incorporation (in cases when we act as incorporator, if ordered at the time of incorporation, we can prepare and issue organizational minutes free of charge). The document issued by the incorporator would be titled the ‘Consent of the Incorporator’.
When directors are named in a Liberian corporation’s Articles of Incorporation, such directors should hold the first meeting and appoint officers and adopt bylaws.
Alternatively, when directors were not named in the Articles and the Incorporator is not requested to hold the first meeting, the person who the Corporation chooses to name in either the Incorporator’s Proxy or the Transfer of Subscription (of the subscribed for share in the Articles), should hold that meeting.
One advantage of requesting the Liberian Corporate Registry to act as incorporator is that we can then hold the organizational meeting and issue with the formation documents a Certificate of Election and Incumbency that declares the names of the directors and officers at the time of formation, and to which certified copies of the Articles of Incorporation, Certificate of Incorporation and bylaws, if adopted, can be attached. This single bound and apostilled document can then be issued as part of the incorporation documentation. It can be used, for example, for presenting to a bank to support the opening of a bank account or for other purposes when there is a need to link a corporation to those people who are acting on its behalf.