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Liberia
Jurisdictions

General Information
Incorporation in Liberia
Incorporation of a Non-Resident corporation in Liberia
Directors and other offices of a Non-Resident corporation
Annual reports and payments

General Information

LIBERIA is located on the west coast of Africa between Sierra Leone, Guinea and the Ivory Coast, north of the equator. It has an area of approximately 111,370 sq. km. The total population is estimated at 3,225,837 (July 2001 estimate), 300.000 people live in the capital, Monrovia, which was named in honor of James Monroe, the 5th President of the United States. English is the official language, although 16 indigenous languages are used throughout the country as population consists of 16 indigenous ethnic groups as well as the English-speaking Americo-Liberians, who constitute only 5% of the population. Liberia has a literacy factor of 38.3%. Liberia is officially Christian (40%), but a majority practice traditional (indigenous) religions (40%), and there is a significant Muslim minority (20%).

The state of Liberia was founded in 1847 by immigrants of African descent who returned from the US to their native continent. Liberia has remained an independent nation and is the oldest republic with a President, Senate and Lower House, although in recent years, there has been considerable domestic upheaval resulting in a revolution in 1990 and the 1990 - 1993 civil war. However, there is renewed hope for peace and stability following democratic elections in 1997.

Liberia’s Constitution and government are patterned after that of the United States, but Liberia has only one political party. The Head of the State is President, the Cabinet is appointed by the president and confirmed by the Senate. Legislative authority is vested in the bicameral National Assembly consisting of the Senate (26 seats; members are elected by popular vote to serve nine-year terms) and the House of Representatives (64 seats; members are elected by popular vote to serve six-year terms). The Judicial branch is represented by the Supreme Court.

The civil war destroyed much of Liberia's economy, especially the infrastructure in and around Monrovia. Primary exports include quality iron ore and natural rubber. Diamonds, coffee, cocoa, palm oil, gold and timber are also exported. Liberia boasts a merchant shipping fleet more than three times the size of the United States. The currency of Liberia is the Liberian Dollar which is on par with the U.S. Dollar, and both currencies are accepted as legal tender in Liberia.

Law is Liberia is a dual system of statutory law based on that of the United States of America (can be found in the Liberian Code of Laws of 1956), for the modern sector, and of customary law based on unwritten tribal practices, for the indigenous sector.

Liberia has double taxation agreements with Germany and Sweden. In 1982 Liberia and the United States also signed a treaty exempting shipping and aircraft earnings from double taxation. However these treaties do not extend to the Liberian Non-Resident Company.

Incorporation in Liberia

It is possible to incorporate the following types of companies in Liberia: Liberian corporations (Non-resident companies), LLC, partnerships and not for profit businesses. They are very easily formed, the formation will be completed no later than the day following the request for formation.

Since 1948Liberia has operated a flag registration. Ship owners from around the globe register their ships in Liberia because Liberia does not tax foreign source shipping income of non-resident Liberian registered corporations. Exemption of shipping income is authorized in the Liberian Business Corporation Act of 1977. Only domestic source incomes earned within the country is taxable.

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

Incorporation of a Non-Resident corporation in Liberia

Non-Resident corporation are incorporated according to the Liberian Business Corporation Act of 1977. Non-resident corporations cannot undertake trade within Liberia or own Liberian real estate or undertake banking or insurance business. Each company must have a registered office and a registered agent in Liberia. Liberian corporations incur no Liberian tax liability if business activities are conducted outside Liberia. The location of the corporation’s executive office is at the discretion of the corporation.

The name of the corporation can be in any language using the Latin alphabet. The only name restrictions are that they cannot be similar or identical to an existing company or include the words “bank”, “foundation”, “chartered”, “insurance”, “partnership” and “establishment”. It is possible to incorporate company using the words “Royal”, “Imperial” and “Trust” without any restrictions. The name of all corporations must end in the words Limited, Ltd., Incorporated or Inc., or their foreign language equivalents (GmbH, S.A., etc.).

Liberian corporations have no minimum capital requirement. A standard formation is 500 registered and/or bearer shares without par value or US$50,000 of par value stock. The minimum issued share capital is either one share of no par value or one share of par value.

Shares may be issued either in registered or bearer form, or some combination of both shares, with be par or with no par value. Par value shares may be denominated in any currency. Issuance of shares is not reported or recorded in Liberia. Corporations can have one or more shareholders, natural persons or bodies corporate, residents in Liberia or not.

Directors and other offices of a Non-Resident corporation

Liberian corporations must specify the initial number of directors. If there are three or more shareholders, there must be at least three directors. If there are less than three shareholders, then the number of directors must at least equal the number of shareholders. For example, if there are two shareholders, there must be at least two directors, one shareholder allows one director. Directors may be natural persons or bodies corporate, and need not be residents of Liberia. The same person may serve as the director and hold the offices of president, secretary and treasurer. 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.

Corporate records are available for public inspection but there is no requirement that the real beneficial owners of the company be publicly disclosed. Names of corporate officers, directors and shareholders need not be filed or listed in Liberia either at incorporation or on an annual basis.

Annual reports and payments

A Liberian corporation i s not required to file any annual reports, tax forms and audit statements in Liberia. However the corporation should maintain records to reflect the company's financial status. Corporation organizational and management meetings may be held anywhere in the world. Annual government fee is US$150.00 per year.

 

Jurisdictions

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FAQ
What is offshore?

The word "offshore" has no precise legal dictionary definition, it simply means "situated or operating in a foreign country or at some distance from the shore" and reflects the fact that most low tax jurisdictions are islands.

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Portfolio of Laws
- BVI - Trustee (Amendment) Act, 2003

- Cayman Islands - The Companies Law (CAP.22) - (2002 Revision)

- Cyprus - The Income Tax Law of 2002

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