KNOWLEDGE BASE

KEY CORPORATE FEATURES

GENERAL INFORMATION

Liberia is located on the West coast of Africa and to the East of Sierra Leone, South of Guinea and West of the Ivory Coast, and is situated just north of the equator. The climate is tropical.

Population

The population of Liberia is approximately 3.5 million, 40% of whom are Christian, 20% Muslim, and 40% with indigenous beliefs.

Political Structure

The state of Liberia was founded in 1847 by immigrants of African descent who returned from the United States of America to their native continent. Liberia has remained an independent nation and is the oldest republic in Africa. Liberia has suffered from political upheaval in recent years (including the 1990 - 1993 civil war). In June 2003, Gyude Bryant was chosen to lead a transitional government at peace talks in Accra, Ghana and the United Nations deployed a Peace Keeping Mission in Liberian (UNMIL) to disarm, demobilize, and resettle all former combatants in the conflict, and to work with the Transitional Government toward the creation of an enabling environment for national reconciliation and for the holding of free and fair democratic elections. These were held in October 2005, with a runoff election between the two leading candidates on 8 November 2005. Ellen Johnson-Sirleaf was elected President and head of government ( Africa's first elected female head of state) for a six year term. Elections were held in November 2011 and Ellen JOHNSON-SIRLEAF was re-elected. The next elections are due to take place in 2017.

Infrastructure and Economy

The ship and corporate registers are administered under a statutory contract between agents and the Republic of Liberia and have been unaffected by the civil war and its aftermath Liberia has remained the world's 2nd largest shipping registries, and has over 60 million gross tons of shipping flying its flag. A country richly endowed with water, mineral resources, forests and a climate favourable to agriculture, Liberia has the opportunity to rebuild the economy and infrastructure damaged by the civil war and make the most of new international investment brought about by the changed political situation.

Language

English is the official language of Liberia although there are sixteen indigenous languages, which are used throughout the country.

Currency

Liberian Dollar - US Dollar (in June 2012, one US dollar was worth LRD74).

Exchange Control

None.

Type of Law

Dual system of statutory law based on American/Anglo Common Law for the modern sector, and customary law based on unwritten tribal practices for the indigenous sector.

Principal Corporate Legislation

Association Law, as amended 2002. The Business Corporation Act, in respect of corporations and Chapter 70, the Registered Business Company Law, in respect of registered business companies. The Associations law also provides for Foreign Maritime Entities, LLCs, Limited Partnerships and Private Foundations.

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COMPANY INFORMATION

Type of company for international Trade and Investment

Non-Resident Corporation.

Procedure to Incorporate

The Liberian Government has an exclusive franchise with one company, who are licensed to incorporate all non-resident Companies (LISCR). Companies are incorporated after receipt of name approval by submission of the proposed Corporation's Articles of Incorporation.

Restrictions on Trading

Cannot undertake trade within Liberia or own Liberian real estate. Cannot undertake banking or insurance business.

Powers of Company

A Company incorporated in Liberia has the same powers as a natural person.

Language of Legislation and Corporate Documents

English.

Registered Office Required

Yes, must be maintained in Liberia at the address of the only licensed registered agent.

Shelf Companies Available

Yes.

Time to Incorporate

One day, with written confirmation of existence by fax or email but a further day is required for delivery of documentation from the Registry, or from the Zurich office of the registry.

Name Restrictions

Cannot be similar or identical to an existing company. The following words and their derivatives may not be used: bank, chartered, and insurance.

Language of Name

Can be in any language using the Latin alphabet. The Registrar may however require an English translation if a foreign language name is used to satisfy him that the proposed name is not restricted.

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Aktiengesellschaft, Gesellschaft mit beschränkter Haftung, Société Anonyme, Sociedad Anónima or any other suffix indicating that the corporation is not a natural person, or the relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

No.

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LIBERIA COMPLIANCE

Authorised and Issued Share Capital

The usual authorised share capital is 500 shares with no par value, or a capital with a stated par value up to US$ 50,000. Authorised share capital in excess of this will incur additional stamp duty on incorporation or subsequent amendment. The authorised share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value.

Classes of Shares Permitted

Registered shares, preference shares, redeemable shares, shares with or without a par value and shares with or without voting rights, shares with class rights and series of shares.

Taxation

Non-Resident Liberian corporations do not incur tax liabilities in Liberia if the income is derived from non-Liberian sources, is not remitted to Liberia or not more than 24% of the shareholding is held by persons liable to taxation in Liberia.

Double Taxation Agreements

Liberia has double tax agreements with Germany and Sweden. A treaty with Canada has been signed but is not in effect. A treaty to avoid double taxation on shipping and aircraft income is in force with New Zealand.

These treaties do not extend to the Liberian Non-Resident Company but may benefit shipping owned by Liberian corporations.

Licence Fee

US$ 150 per year government tax.

Financial Statements Required

There is no requirement to file financial statements, but records are required to be maintained within the corporation to reflect a company's financial status.

Directors

The minimum number of directors is dependent on the number of shareholders. If the number of shareholders is three or more, then the minimum number of directors is three. If there are fewer than three shareholders then there must be one director per shareholder. Directors may be natural persons or bodies corporate, and need not be residents of Liberia.

Company Secretary

A Liberian company must appoint a company secretary who may be a body corporate or an individual. The company secretary may be of any nationality and need not be resident in Liberia.

Shareholders

The minimum number of shareholders is one.

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HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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