Company Formation Survey 2008


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		1. Company law	Association Law, Title 5 of the Liberian Code of Laws Revised 1976, as amended 2002. Part 1, the Business Corporation Act, in respect of corporations (US style corporate structure) and Chapter 70, the Registered Business Company Law, in respect of registered business companies (UK style company structure). The Associations law also provides for Foreign Maritime Entities (Chapter 13,) LLCs (Chapter 14), Limited Partnerships (Chapter 31) and Private Foundations (Chapter 60).
		2. Types of company: (a) type of company preferred for international transactions:	Non-resident corporations and registered business companies.
		(a) type of company preferred for international transactions:	Non-resident corporations or registered business companies, depending on purposes of corporation/company and the jurisdictions in which the activities are to be conducted.
		(b) shareless companies:	Not for profit corporation; non-share corporation, registered business company limited by guarantee.
		3. Capital requirements:	No minimum share capital requirements or membership contribution for either corporation or registered business company. Shares can be par value or no par value for a corporation but must have a denominated value for a registered business company. Shares can be registered or bearer (share warrant in the case of a registered business company). A corporation may have uncertificated shares.
		4. Costs to incorporate, excluding government fees:	USD713.15 (includes first yearÕs annual corporate maintenance fee and government tax) plus courier fee if courier service requested (NB incorporation documents can now be issued in most major business locations within the same day without courier service).
		5. Fees paid to authorities to incorporate:	Where the corporation/registered business company elects to have authorised share capital in excess of USD50,000 par value or 500 shares with no par value, additional capitalisation tax is payable, the amount to be determined by the amount of the capital.
		6. Annual fees paid to authorities:	USD450 annual corporate maintenance fee (includes registered agent and government fees).
		7. Taxation rates applied to companies generally:	Non-resident corporations and registered business companies are exempt from Liberian taxation.
		(a) the taxation of companies in 2 (a)	As above.
		8. Method of incorporation:	Filing with the Registrar of Articles of Incorporation (corporation) or Memorandum and Articles (registered business company) by the registered agent, The LISCR Trust Company, either as a bare incorporator or as incorporator/subscriber.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	The LISCR Trust Company as a registered agent on behalf of professional service providers only: accountants, lawyers, banks, trust companies, company formation agents, corporate secretarial service, etc.
		(a) are ready made companies available?	Yes, from the registered agent.
		10. Length of time to incorporate:	Same day, through any LISCR regional office; usually confirmation of incorporation and copies of filed documents can be faxed or emailed from LISCR offices in USA or Zürich within one hour. No incorporation on Liberian Public Holidays.
		11. Minimum members:	One shareholder or member. No requirement to file details of shareholders of corporations, but requirement for filing, including changes, for registered business companies.
		12. Registered office:	Every non-resident corporation and registered business company must have a registered agent in Liberia which provides the registered office and accepts service of process.
		(a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	No. The registered agent is The LISCR Trust Company.
		13. Directors and secretary:	Minimum of one director. Directors may be corporate or an individual. Every corporation must have a president, secretary and treasurer, which may be the same person and may be corporate or an individual. No requirement to file details of directors or officers of a corporation. Every registered business company must have a director and a secretary, who may not be the same person. Details of director and secretary, including changes, to be filed
		(a) Must a director/ secretary be resident?	No.
		(b) Are Corporate Directors allowed?	Yes, as are corporate secretaries.
		14. Appointee directors/ secretary possible?	Yes.
		15. Amount of fees payable to appointee directors/ secretary:	Determined by the professional service provider (accountants, lawyers, banks, trust companies, company formation agents, corporate secretarial service, etc), usually in the range of USD300 to USD1,000 per annum depending on the service provided.
		16. Meetings:	Meetings can take place anywhere in the world and can be by telephone, electronically or by circulation of a resolution. Proxies are permitted and alternates if permitted by the articles. Requirement for annual general meeting may be waived by shareholders.
		17. Annual return:	Not required for corporation, is required for registered business company.
		(a) Must financial statements of a company be audited?	No, unless required by articles.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	No.
		19. Are there any exchange control or other financial restraints imposed upon a company?	No.
		20. Companies formed in the last year:	Not disclosed.
		21. Number of companies on the company register altogether:	Not disclosed.
		22. How, if any, is migration into and out of the jurisdiction achieved?	By filing through registered agent with the Registrar application for re-domiciliation and continuation, together with certificate of good standing, confirmation of compliance with relevant law in the other jurisdiction, and articles to take effect on re-domiciliation and continuation.
		23. Is migration out of your country provided for?	As above, together with confirmation that continued entity will accept service of process in respect of former Liberian entity.
		24. Any amendments to company law over the last 12 months:
S I T E M A P BACK TO TOP		25. Anticipated amendments to company law over the next 12 months:
			Compiled by Jill Keohane, LISCR