Population

The population of Liberia is around 3 million, 40% of them are Christians, 20% Muslims & 40% with indigenous beliefs.

Political Structure

The State of Liberia was founded in 1847 by immigrants of African descent who returned from the U.S. To their own continent. Liberia has been an independent nation and is the oldest republic in Africa. Liberia has suffered from political turmoil in recent years (including a civil war from 1990 to 1993). In June 2003, Gyude Bryant was elected to lead a transitional government at peace talks in Accra, Ghana & the United Nations deployed a peacekeeping mission in Liberia (UNMIL) to disarm, demobilise and resettle all the former combatants in the conflict, and work with the transitional government towards creating a favourable environment for national reconciliation and the holding of free and fair democratic elections. These were held in Oct 2005 with a runoff election between the 2 leading candidates on the 8th Nov 2005. Ellen Johnson-Sirleaf was elected president and head of government (Africa's first elected female head of state).

Infrastructure & Economy

Ship & Corporate Registry is managed under a statutory contract between agents & the Republic of Liberia & has been unaffected by the civil war & its aftermath Liberia has been the world's second largest shipping registry, & has over sixty million gross tonnes of shipping that takes its flag. A country richly endowed with water, mineral resources, forests & a climate favourable to agriculture, Liberia has the opportunity to rebuild the economy & infrastructure destroyed by civil war & exploit new international investments caused by the changed political situation.

Language

English is the official language of Liberia although there are 16 indigenous languages, which are used throughout the country.

Currency

Liberian Dollar - U.S. Dollar

Exchange Control

None

Type of Law

Dual system of statutory law based on American/Anglo common law to the modern sector and customary law based on unwritten tribal practises for indigenous sector.

Principal Corporate Legislation

Corporate Law, amended in 2002. The Business Corporation Act, for businesses and Chapter 70, the Registered Business Company Law, in the case of registered business companies. The Associations Act also provides for foreign Maritime Enterprises, LLCs, Limited Partnerships & private foundations.

Type of company for international trade & investment

Non-resident company

Procedure to incorporate

The Liberian government has an exclusive franchise with a company that's licenced to include all non-resident companies. Companies are incorporated after receipt of name approval by submission of the proposed Corporation's Articles of Association.

Restrictions on trade

Can not make trade within Liberia or own Liberian real estate. Can not undertake banking or insurance business.

Powers of Company

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

Language of Legislation & Corporate Documents

English.

Registered Office Required

Yes, must be held in Liberia at the address of the only licenced registered representative.

Shelf companies available

Yes

Time to Incorporate

One day, with written confirmation of the existence by fax or e-mail, but an extra day is necessary for the delivery of the documentation from the Registry, or from the Zurich office of the register.

Name Restrictions

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

Language of Name

Can be in any language using the Latin alphabet. The Registrar may however require an English translation as if a foreign language is used, to ensure that the proposed name isn't 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 the authorities

No

Compliance

Authorised and issued share capital

The usual authorised capital stock is five hundred shares, without par value, or a capital with a stated face value of up to U.S. $50,000. Authorized share capital exceeding this will cause additional stamp duty of incorporation or subsequent amendment. The 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.

Share Classes Allowed

Registered shares, preference shares, redeemable shares or shares with no par value and shares with or without voting rights shares with class rights and series of shares.

Taxation

Non-resident Liberian corporations don't incur tax liabilities in Liberia, whose income comes from non-Liberian sources that aren't remitted to Liberia or more than 24% of the shares owned by persons who are taxable in Liberia.

Double Taxation

Liberia has double tax agreements with Germany & Sweden. A treaty with Canada has been signed, but not in force. An agreement to avoid double taxation on shipping & aircraft income is in force in New Zealand.
These treaties don't include the Liberian non-resident company, but may benefit shipping owned by the Liberian companies.

Licence fees

U.S. $150 per government fiscal year.

Financial Statement Requirements

There is no obligation to provide financial statements, but records should be maintained within a corporation to show the company's financial status.

Directors

The minimum number of directors depends on the number of shareholders. If the number of shareholders is 3 or more, then the minimum number of directors is 3. If there are fewer than 3 shareholders, there must be one director per shareholder. Directors may be natural or legal persons, and need not be citizens of Liberia.

Company Secretary

A Liberian company must appoint a company secretary who may be a legal person or a person. The secretary can be of any nationality and need not be resident in Liberia.

Shareholders

The minimum number of shareholders is one.

How can I get more information on company formation in Liberia?

Please contact us if you wish to open a company in Liberia and we will be pleased to discuss your Liberian company formation matters in greater detail.

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