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Liberia company formation

Basic facts about Liberian corporate register

In 1948, with help of by former U.S. Secretary of State Edward Stettinius, Liberia has outsourced its corporate register to a private company. Liberian corporations, limited partnerships, registered business companies, foundations and LLCs are free of taxation if non-resident, i.e. not beneficially owned by a resident of Liberia, or with income earned in Liberia or repatriated to Liberia, and are used for a variety of purposes from holding entities, through property and portfolio owning to trading corporations quoted on the World's major stock exchanges.

The first thing about Liberian companies is that they have very little to do with Liberia, which is a small African country, devastated by domestic conflicts, with average annual income circa nine hundred American Dollars and fifty per cent of the population aged 18 years or less. There is no requirement that shareholder or any company director be physically present in Liberia at any time. There is also no requirement that any of company's assets are actually invested in Liberia.

The ship registering program was protected from Liberian mainstream political events by being headquartered on Park Avenue, New York City, and spreading to Reston, Virginia. For last years the Liberian Registry, is administered by the Liberian International Ship & Corporate Registry, a U.S. owned and operated company that provides the day-to-day management for the Liberia's ship and corporate registry.

Liberian International Ship & Corporate Registry maintains regional offices in Hamburg, Hong Kong, London, New York, Piraeus, Tokyo and Zurich, where Liberian Special Agents are available to legalize documents for filing.

Liberian corporations

Liberian business entities are easy to administer and require minimal filings. There are no nationality or residency requirements for members or managers. Flexible requirements on holding meetings and maintaining records.

While Articles of Incorporation are filed in the Registry, there is no mandatory filing of annual accounts or disclosures of the names of the beneficial owners, directors, or officers; voluntary filings are permitted enabling the issuance of documents like a Certificate of Incumbency.

Management is vested with the director(s), but decisions are delegated to the officers who have the power to bind the corporation; minimum one director and three officers; could be the same person or a shareholder; corporate directors and officers permitted.

Directors, shareholders and other officers do not need to be registered in register and thus it is not possible to obtain from the public record any form of evidence of directors, shareholders or officers. This particular feature makes the administration of a Liberian Company particularly simple for offshore trust Companies. Unfortunately it can sometimes create difficulties if a Liberian company is to enter into a contract, since the Counter-Party must follow the paper trail to ensure they are dealing with duly elected officials of the Company. For this purpose, Liberian corporations can voluntarily file such information as needed to conduct their business.

Liberian companies shall keep correct and complete books and records or account and shall keep minutes of all meetings of shareholders, of actions taken on consent by shareholders, of all meetings of the board of directors, of actions taken on consent by directors and of meetings of the executive committee, if any. There is no requirement to file this information in the Public Register; instead, the Corporation is responsible for the safekeeping of its records. There is no requirement to have audited accounts for a Liberian Corporation. Any decision to audit the accounts is one for the shareholders to take.

Liberian private foundations

See here.

International cooperation

Liberia has executed Tax Information Exchange Agreements with Netherlands, United Kingdom, Denmark, Ghana, Sweden, Norway, Iceland, France, Finland, Faroe Island, Greenland, Portugal.

Offshore companies formation