OUR PRICES

The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: Liberia

Liberian Offshore Company

Legal form: A Liberian entity is permitted to have as its objects any purpose not specifically precluded by the law (e.g., a foundation may not trade, but may own the shares of trading organization). Corporations frequently have as the objects clause a provision authorizing the corporation to do anything permitted by the Business Corporation Act, so could carry on any business which does not require a license from a Government authority in Liberia, in practice precluding only banking, insurance, mutual funds, and gaming. Standard formation documents are available, or custom documents can be used, either by the addition of provisions to the standard documents or by submitting custom documents (subject to compliance with the statutory requirements). Regular clients of the Registry deposit custom documents with the Registry to speed formation.

Name of the company: Every name must include a suffix appropriate to the type of entity, but, as with the name, it can be in any language so long as it is in Roman characters. There are special provisions to enable a name to be recorded in Chinese characters also and for the corporation to trade using the name in Chinese. A name may not be the same as or too similar to an existing name, and there are restrictions on using names which may mislead or imply a connection with or the patronage of the Government of Liberia.

Incorporation: The Liberian Registry is operated by LISCR, LLC (Liberian International Ship and Corporate Registry) as agent of the Minister of Foreign Affairs of the Republic of Liberia. Liberian entities can be formed on the same day that formation instructions are received, by email or fax, in either Liberian Corporate Registry offices of LISCR in Vienna, Virginia or Zurich, Switzerland. Formation instructions will be accepted from any professional user of offshore corporations (including ship managers, manning agents, ship owners, etc., as well as company and trust managers, lawyers, accountants, investment companies, etc.). In general, The LISCR Trust Company, as registered agent is precluded by due diligence requirements from accepting instructions from individuals not engaged professionally in company management or acting as a professional advisor.

Shareholders: A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.

The share capital: There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. The minimum issued capital may be one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.

Directors of the company: Liberian company requires a minimum of one director and corporate directors are permitted. Details of the directors do not appear on the public file. Directors, officers, managers, etc. can be any nationality and the entity can be managed from any jurisdiction. There is no requirement for a Liberian corporation to file the names of directors or officers (Liberian corporations, based on US law, require officers to be appointed) or to file information about issued capital or shareholders.

Registered office and local agent/secretary: Every non-resident entity formed or registered under the Liberian Associations Law is statutorily required to retain The LISCR Trust Company as registered agent in Liberia. The annual fees included the registered agent charges. The registered agent is available for the service of process in Liberia and forwards any mail addressed to a Liberian entity sent to its offices.

Taxation:  Non-resident Liberian entities are not liable for Liberian tax, unless beneficially owned by a person liable to taxation in Liberia, but cannot trade within Liberia or own real estate in Liberia, and cannot undertake banking, insurance, insurance broking or mutual fund business anywhere.

Audit and financial returns: There is no requirement to file accounts for any type of Liberian entity. The normal books of record of a legal entity and financial records should be maintained to reflect the entity’s financial status and to satisfy the obligation to disclose information to, for example, the shareholders. The records can be maintained in any location selected by the directors/managers and can be in paper or maintained electronically.

Filing requirements: There is a facility to make voluntary filings of directors (certificate of election), officers (certificate of incumbency), minutes, affidavits, bylaws and powers of attorney, where this is required by the corporation, for example to facilitate the opening of bank accounts. Again model documents and instructions are available from LISCR. Filing requirements for a registered business company include directors, secretary and shareholders, with a requirement to file changes within 30 days and an annual filing (included in the arrangements for payment of the annual tax and fee of $450). All documents filed must be in the English language (or if not in English be accompanied by a certified translation, but both the English and the ‘foreign’ version are filed documents and can be used as official extracts from the Registry) and be properly executed (notarized and apostiled or legalized by a Liberian consul or Special Agent of the Bureau of Maritime Affairs (available at every LISCR office)

Meetings: The directors and the shareholders meetings need not be held in Liberia, also there is no requirement for an Annual General Meeting. All meetings may be held outside Liberia, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.

Time needed for formation: Usually it is 1 working day, but we need up to 10 working days for legalization of the documents and delivery by courier.

In order to proceed with the formation of the Liberian Offshore Company please visit our  how do I start  page and then proceed to  filling in our application form