Company Registration in Liberia

Overview of Company Registration in Liberia

The Republic of Liberia is a country in West Africa with a small population equivalent to about 2.8 million people. The country borders the State of Sierra Leone in the west, Guinea - in the north, and Côte d'Ivoire - in the east.

The country's name is translated as "the land of freedom." Almost half of the population of Liberia lives in the cities. The capital of the republic is Monrovia. The national language is English. The population also consists of followers of Christianity and Islam.

Administratively, Liberia is divided into 13 counties. The climate is tropical, humid and hot. In the summer, there are frequent rain showers. Liberian landscape mainly consists of plains, which pass into the hilly highlands at increasing distances from the coast. The northeast of the country is occupied by low mountains. The destination provides various tax benefits which attracts a lot of foreign entrepreneurs for establishing their companies in this destination.

Benefits of Company Registration in Liberia

The benefits of company registration in Liberia are

• No need to pay any corporate taxes.
• Non-resident Liberian companies don't incur any tax liabilities within the country if the income is earned through foreign sources, or if it is not remitted to Liberia.
• No need for disclosing beneficial owners' information.
• Only one director is required.
• The director can be a natural or legal person.
• Only one shareholder is required.
• No need to file the annual return.
• No need to submit accounts.
• There are no exchange controls in Liberia.
• A company incorporated in Liberia has the same powers as a natural person.

Eligible Business Structures for Company Registration in Liberia

The Eligible Business Structures for Company Registration in Liberia are discussed below

Sole Proprietorships

A sole proprietor is a person owning an unincorporated business However, if the entrepreneur is the sole member of a domestic limited liability company (LLC), he is not considered to be a sole proprietor if he chooses to treat the LLC as a corporation.

Partnerships

A partnership refers to a relationship between two or more people to do trade or business. Each person contributes money, property, labour or skill and shares in the profits and losses of the business.

Corporation

In forming a corporation, prospective shareholders exchange money, property, or both, for the capital stock of the cooperation. A corporation usually takes the same deductions as a sole proprietorship for figuring out its taxable income.

S Corporations

S corporations are corporations that choose to pass corporate income, losses, deductions, and credits through to their shareholders for the purpose of federal tax Shareholders of these corporations report the flow-through of income and losses on their personal ITR and are assessed tax at their individual income tax rates.

Limited Liability Company (LLC)

A Limited Liability Company (LLC) is a business structure permitted by state statute. Each state may use different regulations.

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Eligibility Criteria for Company Registration in Liberia

The below-mentioned eligibility criteria must be met for company registration in Liberia

Directors

A Liberian corporation must have at least one (1) director who may be of any nationality and may be a natural person, corporation, or other legal entity. There are no requirements for the meeting of a BOD. Names of directors won’t appear on a public file.

Officers

A Liberian corporation operates through its officers, not its director(s). The execution of the decisions made by the directors is done by the officers (s). They are also empowered to sign necessary papers that bind the corporation. Therefore, Liberian Corporations must have officers: typically a President, Treasurer and Secretary. The same person can have two (2) or more "officer" titles. The officers may be individuals or legal persons of any nationality.

Secretary

Non-resident corporations in Liberia can appoint a company secretary, but it is not mandatory. Secretary may be a body corporate or an individual. The company secretary may be of any nationality and is not required to be a resident of Liberia.

Shareholders

Each non-resident company in Liberia must have at least one shareholder who can either be a natural person or a company, resident and non-resident. Annual general meetings are not required. The details of shareholders are not available in public records.

Beneficiary

The details of the beneficial owner aren’t available on public records. Public access to information The Liberian Association Law does not require information about shareholders, directors, or officers to be filed in the public.

Registered Office

The entrepreneur must have a legal address i.e. a registered office for company registration in Liberia

Share capital and shares

The authorized capital of a standard Liberian Corporation is 500 registered without par value or up to US$50,000 of the total par value of shares. The authorized share capital may be expressed in any currency. The minimum issued share capital is USD 1 while the standard authorized share capital is USD 50,000 par value or 500 shares at par value.

Necessary Papers Required for Company Registration in Liberia

The Necessary Papers required for company registration in Liberia are

• Registration Form (RF – 001)
• Articles of incorporation
• Copy of ID necessary papers as attachments to forms A or B
• Empowered person form (A) or
• Registered agent form (B) in case of a company representative Incorporator(s) form (E)
• Shares and shareholder(s) form (F)
• Information for Tax authority form (Q).

Procedure for Company Registration in Liberia

The procedure for company registration is discussed below

Name Reservation

The entrepreneur must reserve a unique name for the company before filing the application for company registration in Liberia. Such a name shouldn't be similar to the name of any other company as the same can lead to the infringement of IPR.

Filing the Application and Submission of necessary papers

The entrepreneur must fill out the application form along with attaching the requisite necessary papers and submit the same to the Liberia Business Registry along with the payment of the required fees.

Grant of Business Registration Certificate

The application and the necessary papers so submitted shall be verified by the registry and upon being satisfied with the adequacy and accuracy of the same the business certificate shall be granted by the Liberia Business Registry. The proof of payment of the requisite fees must also be submitted to such registry.