Liberia

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Key Corporate Features

General Information

Settlement of freed slaves from the US in what is today Liberia began in 1822; by 1847, the Americo-Liberians were able to establish a republic. William TUBMAN, president from 1944-71, did much to promote foreign investment and to bridge the economic, social, and political gaps between the descendents of the original settlers and the inhabitants of the interior. In 1980, a military coup led by Samuel DOE ushered in a decade of authoritarian rule.

In December 1989, Charles TAYLOR launched a rebellion against DOE's regime that led to a prolonged civil war in which DOE himself was killed. A period of relative peace in 1997 allowed for elections that brought TAYLOR to power, but major fighting resumed in 2000. An August 2003, peace agreement ended the war and prompted the resignation of former president Charles TAYLOR, who was exiled to Nigeria.

After two years of rule by a transitional government, democratic elections in late 2005 brought President Ellen JOHNSON SIRLEAF to power. The UN Mission in Liberia (UNMIL), which maintains a strong presence throughout the country, completed a disarmament program for former combatants in late 2004, but the security situation is still volatile and the process of rebuilding the social and economic structure of this war-torn country remains sluggish.

Located on the west coast of Africa and to the east of Sierra Leone, south of Guinea and west of the Ivory Coast, and is situated just north of the equator. The Liberian climate is tropical with a rainy season from May to October and a dry season from November to April. The annual rainfall is approximately 4,30m. The population of Liberia is approximately three million.

A country richly endowed with water, mineral resources, forests and a climate favourable to agriculture, Liberia has the opportunity to rebuild the economy and infrastructure, and make the most of new international investment brought about by the changed political situation.

English is the official language of Liberia although there are sixteen indigenous languages, which are used throughout the country. The official currency is the Liberian Dollar, but the US Dollar is also popular. There are no exchange controls.

The type of law is a dual system of statutory law based on American/Anglo Common Law for the modern sector, and customary law based on unwritten tribal practices for the indigenous sector. The principal corporate legislation is the Liberian Associations Law, which incorporates the Business Corporation and Partnership Acts.

Company Information

The type of company for international trade and investment is the Non-Resident Corporation.

The Liberian Government has an exclusive franchise with one company, who are licensed to incorporate all non-resident companies. Companies are incorporated after receipt of name approval by submission of the proposed corporation’s Articles of Incorporation.

The following restrictions on trading apply: a Non-Resident Corporation cannot undertake trade within Liberia or own Liberian real estate. It cannot undertake banking or insurance business. A company incorporated in Liberia has the same powers as a natural person.

The language of legislation and corporate documents is English. A registered office is required and must be maintained in Liberia at the address of the only licensed Trust and Management Company. The time to incorporate is about two days, but a further two days is required for delivery of documentation from the registry. Shelf companies are available.

The name of the corporation cannot be similar or identical to an existing company. The following words and their derivatives may not be used: bank, foundation, chartered, insurance, partnership and establishment. The name may be in any language using the Latin alphabet. The registrar may however require an English translation if a foreign language name is used to satisfy him that the proposed name is not a restricted.

The following suffixes denote limited liability: Limited, Corporation, Incorporated, Aktiengesellschaft, Gesellschaft mit beschränkter Haftung, Sociètè Anonyme, Sociedad Anónima or the relevant abbreviations. There is no disclosure of beneficial ownership to authorities.

Compliance

The standard authorised share capital is 500 shares with no par value, or a capital with a stated par value up to US$ 50.000. The authorised 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.

The following classes of shares are permitted: registered shares, bearer shares, preference shares, redeemable shares, shares with or without a par value and shares with or without voting rights. Bearer shares are permitted.

Non-Resident Liberian corporations do not incur tax liabilities in Liberia if the income is derived from non-Liberian sources. Liberia has double taxation treaties with Germany and Sweden. Although these treaties do not extend to the Liberian Non-Resident Company.

The licence fees for a Non-Resident Liberian corporation are US$ 450 per year. There is no requirement to file financial statements, but records should be maintained to reflect a company's financial status.

The minimum number of directors is dependent on the number of shareholders. If the number of shareholders is three or more, then the minimum number of directors is three. If there are fewer than three shareholders then there must be one director per shareholder. Directors may be natural persons or bodies corporate, and need not be residents of Liberia.

A Liberian company must appoint a company secretary who must be a natural person. The company secretary may be of any nationality and need not be resident in Liberia. The minimum number of shareholders is one.

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