Corporate Entities

Choose the Type of Entity That Suits Your Business

Discover the different types of non-resident Liberian entities and choose the one that best fits your corporate structure
Complete the model forms for the preferred type of entity or required service
Prior to execution, email draft documents to your local regional office or to Corporate for courtesy review and approval, to ensure your documents are acceptable for filing

Download a copy of the Liberian Associations Law of 1977, as amended

The Liberian non-resident Corporation is one of the oldest and most popular entity for setting up a commercial enterprise:

Distinct legal entity, separate from the individual owners
Limited by shares, limits the shareholder’s personal liability exposure to the sum of their investment
The Articles of Incorporation, as filed with the Registrar of Corporations, the Liberian Ministry of Foreign Affairs, is the only document upon which the existence of the corporation is based
Suitable for personal or business single-asset ownership, as well as for use as holding companies
Sufficiently robust for a public offering

Incorporation Instructions:

Incorporation of a Liberian Corporation

Amendments:

Voluntary Filing with the Registrar:

Voluntary Recordation with the Registered Agent:

Dissolution:

Filing – Articles of Dissolution

Sample Documents for a Liberian Corporation:

FAQ'S:

Who can be an incorporator of a Corporation?: To facilitate prompt incorporation, The LISCR Trust Company can act as the incorporator (or incorporator and subscriber) to the Articles of Incorporation. The Articles of Incorporation may also be prepared, subscribed, and legalized by the person requesting the formation. For the latter scenario, a draft of the Articles of Incorporation must be provided to any of the Registry’s regional offices for review. Please contact Corporate.  
What is an Address of Record (AOR)?: The AOR, often referred to as the billing address, is the address to which the annual invoices and other correspondence are mailed. The AOR is the only contact address retained in the records of the Registered Agent. The address is confidential and not available to any third party. The Registry’s regional offices can only provide account information, accept documents for filing, or accept a change of address when submitted by the AOR or under its written authorization.
What is the principal place of business?: The principal place of business is the business address of the Corporation, which can be located anywhere in the world except Liberia. The principal place of business may be different than the Corporation’s Address of Record.
What is the standard share structure/authorized capital of a Corporation?: The authorized capital of a standard Liberian Corporation is 500 registered shares without par value or up to US $50,000 total par value of shares. The par value may be of any currency. Shares of the corporations can only be issued within the scope of the authorized capital stated in the Articles of Incorporation. Bearer shares are not allowed for newly registered Corporations.
What are the requirements regarding directors of a Corporation?: A Corporation must have at least one (1) director. There is no limitation of number of directors. Directors may be of any nationality and may be a corporate legal entity.
Directors are elected by the shareholders of a Corporation, typically at the annual meeting of shareholders.
What are the requirements regarding officers of a Corporation?: A Liberian Corporation is managed by its board of directors, but operates through its officers. It is the officers of the Corporation that execute the decisions taken by the director(s) and have the power to sign documents on behalf of the Corporation within the scope of instructions and authorization given by the Board of Directors as well as the bylaws of the Corporation. This includes documents submitted for filing with the Liberian Registry. Liberian Corporations are required to have at least one (1) officer. Typically, the officer’s titles are: President, Treasurer, and/or Secretary.
The same person may hold two (2) or more Officer titles. Officers may be individuals or legal persons of any nationality. Officers are normally appointed by the Directors (subject to the provisions of the Business Corporation Act (BCA), the Articles of Incorporation, and the Bylaws).
What are the Bylaws?: Corporate Bylaws contain regulations, define the rights and obligations of shareholders, directors and officers, and provide rules of corporate governance. There is no requirement to file corporate Bylaws with the Registry; however, voluntary filings are permitted.
How many shareholders are required to incorporate a Corporation?: A Liberian Corporation shall have at least one (1) shareholder.

A Shelf Company is a Liberian non-resident corporation with an earlier date of incorporation. It is a ready-made, never-used corporation created to meet a client’s immediate need.

To request a Shelf Company, please e-mail Corporate or contact the Registry’s regional office and specify the following details so a suitable match can be located:

The earliest and latest dates of incorporation
The type of Articles of Incorporation (Standard, Shipping, or 28 Powers)
The number of initial Board of Directors (One or Three)

Generally, the cost for a Shelf Company consists of one standard incorporation fee and one (or more) annual registration fee, depending on the date of incorporation.

The Liberian Limited Liability Company (LLC) is an entity designed to provide the limited liability features of a corporation, with the operational flexibility of a partnership. The LLC is a preferred form of entity for holding real estate and other forms of asset investment. The LLC is not a tax paying entity and any profits or losses are reported on the individual member’s tax return. Members of a Liberian LLC have the same limited liability protection afforded to shareholders of a corporation. A Liberian LLC may elect to ‘check the box’ for US tax purposes.

Download a copy of the Liberian Associations Law of 1977, as amended, to learn more.

Registration:

FAQ'S:

How do I form a Limited Liability Company (LLC)?: A Liberian LLC can be formed by filing a Certificate of Formation. 
What documents need to be filed with the Registry?: A Certificate of Formation is the only document required to be filed with the Registry. If the Certificate of Formation needs to be amended, a Certificate of Amendment to the Certificate of Formation must be filed with the Registry.

Liberian Partnerships and Limited Partnerships are an attractive form of entity for investors who do not want to be involved in the daily operations of the business, but seek limited liability and the benefits from profits generated by the entity. Limited Partnerships are often formed by business owners involved in real estate, manufacturing, and other business ventures.

Download a copy of the Liberian Partnership Act to learn more

Download a copy of the Liberian Limited Partnership Act to learn more

Forms and Documents for a Partnership or Limited Partnership:

FAQ'S:

How do I form a Partnership or a Limited Partnership (LP)?: A partnership is formed upon filing a Certificate of Partnership Existence with the Minister of Foreign Affairs of the Republic of Liberia. A limited partnership is formed upon filing a Certificate of Limited Partnership with the Minister of Foreign Affairs of the Republic of Liberia. 
What documents need to be filed with the Registry?: A Certificate of Partnership Existence or a Certificate of Limited Partnership is the only document required to be filed with the Registry. If any of the information included in the Certificate that is filed with the Registry needs to be amended, an Amended Certificate must be filed.

Learn more

The Liberian Private Foundation is a useful vehicle for individuals seeking to preserve the wealth-generating activities of a family, while making the income available to the beneficiaries in accordance with the donor’s wishes. It is a separate legal entity, which is the legal and beneficial owner of its assets. The Liberian Private Foundation requires limited public filing and does not provide for disclosure of the donor or beneficiaries.

Download a copy of the Liberian Associations Law on Private Foundations to learn more.

Forms and Documents for a Private Foundation

For additional information on how to setup a Liberian Foundation please contact corporate.

FAQ'S:

How do I form a Private Foundation?: A Private Foundation is established by the registration of an extract of particulars derived from a deed of endowment. Please contact any regional office for detailed information and assistance. 
Is a deed of endowment included in the public record?: The Memorandum of Endowment does not form a part of the public record. Only the basic information extracted from the Memorandum of Endowment is recorded with the Liberian Registry.
What is the minimum value of initial assets?: The initial assets must be cash or equivalent to US $10,000. Assets transferred to the Private Foundation cannot be withdrawn by the donor.
Who manages the Private Foundation?: The management of the Private Foundation is performed by its officers. The Private Foundation must have a minimum of three (3) officers – at least two (2) must be natural persons. There are no residency or nationality requirements.
Can a donor or a beneficiary be an officer of the Private Foundation?: The donor and the beneficiaries cannot be officers; however, both can be members of the supervisory board.
What documents need to be filed with the Registry after registration?: A Private Foundation is required to file an annual return confirming that information previously filed in the public record remains unchanged, or advising of any changes, if necessary. Any changes of the particulars filed with the Registrar must be filed with the Liberian Corporate Registry in the form of an Amendment of the Particulars.

A non-Liberian business entity, such as a foreign corporation, partnership, or other legal person, may own a Liberian-flagged vessel by registering the non-Liberian business entity in Liberia as a Foreign Maritime Entity (FME). To register as an FME, the foreign entity must have legal existence in its underlying jurisdiction, the power to own a vessel, and the capacity to sue and be sued in its own name. It must also remain in goodstanding in its underlying jurisdiction and in Liberia.

Forms and Documents for a Foreign Maritime Entity (FME)

FAQ'S:

What is the reason for registration of a foreign entity in Liberia?: A non-Liberian entity may register in Liberia as a Foreign Maritime Entity (FME) for the purpose of owning and operating a vessel flying the Liberian flag.
Can a power of attorney be used to register an FME?: The application for registration of an FME may be executed by a person with a power of attorney issued by the underlying entity, but the Registrar does not require a copy.
Can an FME be registered using a different name than the underlying entity?: It is possible to register the FME with a different name than the name of the entity in the original jurisdiction.

An existing foreign entity that was formed/registered in another jurisdiction may re-domicile to Liberia for free. This process enables the foreign entity to retain its business history and maintain its legal identity while also reaping the benefits of becoming a Liberian entity.  Re-domiciliation is a continuation of the existing foreign entity as a non-resident Liberian entity.

Re-domiciliation does not create a new legal entity, nor does it constitute dissolution of the existing entity.

The corporation will continue its existence as a Liberian corporation; the existence date of the re-domiciled corporation is the date of incorporation of the corporation in the jurisdiction of its origin.

Forms and Documents for Re-domiciliation

FAQ'S:

What is the fee for re-domiciling into Liberia?: Re-domiciling into Liberia is free of charge.
What are other options for transferring into Liberia?: For jurisdictions that do not permit re-domiciliation, the foreign entity can merge into Liberia.

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