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Corporate Registry

Corporate Entities
Corporate Registry
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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
  • Corporation
  • Shelf Companies
  • Limited Liability Company (LLC)
  • Partnership & Limited Partnership
  • Private Foundation
  • Foreign Maritime Entity (FME)
  • Re-Domiciliation
  • 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
    Who can be an incorporator of a Corporation?
    What is an Address of Record (AOR)?
    What is the principal place of business?
    What is the standard share structure/authorized capital of a Corporation?
    What are the requirements regarding directors of a Corporation?
    What are the requirements regarding officers of a Corporation?
    What are the Bylaws?
    How many shareholders are required to incorporate a Corporation?
  • 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.
    How do I form a Limited Liability Company (LLC)?
    What documents need to 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.
    Forms and Documents for a Partnership or Limited Partnership:
    How do I form a Partnership or a Limited Partnership (LP)?
    What documents need to be filed with the Registry?
  • 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.
    Forms and Documents for a Private Foundation
    For additional information on how to setup a Liberian Foundation please contact corporate.
    How do I form a Private Foundation?
    Is a deed of endowment included in the public record?
    What is the minimum value of initial assets?
    Who manages the Private Foundation?
    Can a donor or a beneficiary be an officer of the Private Foundation?
    What documents need to be filed with the Registry after registration?
  • 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)
    What is the reason for registration of a foreign entity in Liberia?
    Can a power of attorney be used to register an FME?
    Can an FME be registered using a different name than the underlying entity?
  • 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
    What is the fee for re-domiciling into Liberia?
    What are other options for transferring into Liberia?

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