Liberia Companies

General Introductory and Offshore Tax Information

A review of the financial sector and investments in Liberia in June 2008 explains that Liberia’s political and economic situation is on the upswing following the devastating effects of the Liberian Civil War (1989-1996; 1999-2003). Most of the improvement and development that Liberia is currently experiencing are attributed to the Ellen Johnson Sirleaf government which has benefitted tremendously from support domestic and internationally. Ellen Johnson Sirleaf was inaugurated in January 2006.

According to the review, the increased need for a financial sector of quality in Liberia has given rise to the coexistence of an economy that is domestically driven and developed through foreign investment. Leasing, commercial banking, insurance and financial services are the biggest growth sectors in Liberia. Shipping and corporate registries are identified as two sectors with great potential for propelling Liberia offshore financial services ahead and as a result, the government has taken up the task of revising current agreements in these sectors. Similar reviews were conducted in other concession areas with the assistance of the International Legal Resource center, which is a joint undertaking by the United Nations Development Programme and American bar Association.

Liberia offshore companies continued to be requested despite the setbacks Liberia went through during its years of economic, social and political hardship. Liberia offshore companies have been used for numerous years irrespective of these odds and are commonly used for shipping business. No less than 75% of a Liberia offshore company must be owned by foreign residents and business cannot be conducted in Liberia. Any Liberia offshore company must be incorporated through an international trust company which is owed by the government and authorized as a registered agent to operate offshore services in Liberia. Officers of the company do not have to reside in Liberia and the company can keep its records in any country of choice.

Liberia offshore companies are exempted from exchange controls and tax is not paid on revenue earned outside Liberia or if remitted to Liberia from a foreign jurisdiction. A Liberia offshore company is also tax exempted if 24% or less of the shares are held by Liberian residents.

Liberia Offshore Business Entities:

• Liberia Non-Resident / Offshore Company

Liberia Non-Resident / Offshore Company

Main Features

• The Association Law (amended in 2002), the Business Corporation Act (section on Corporations and Chapter 70) and the Registered Business Company Law are the main statutes governing offshore companies in Liberia. , Limited Partnerships, maritime Entities, Private Foundations and LLCs can be incorporated in accordance with the Association Law
• Legal independent entity whose liabilities are separate from those of its members. A Liberia offshore company has the same capacity and powers of a natural person
• A Liberian offshore company may not conduct its business in Liberia with local residents
• Liberia offshore companies can be incorporated with a minimum of one director and one shareholder
• If there are more than three shareholders, the company must appoint at least three directors. If there are less than three shareholders only one director per shareholder must be appointed
• The directors may be legal of natural persons that are not resident in Liberia
• At least one share with or without par value should be issued
• Every Liberia offshore company must have a standard authorized capital of US $50,000 or an authorized share capital of 500 shares without par.
• Offshore companies with a share capital over the terms mentioned become liable to a stamp duty as part of the incorporation fees or when amending the company’s statues with respect to its authorized share capital
• A company secretary must be hired
• A registered agent must be appointed
• Liberia offshore companies must have a registered office in Liberia
• Offshore companies formed in Liberia can appoint corporate directors
• The company may opt to prepare a government register of shareholders and members
• Liberian offshore companies must not own real estate in Liberia nor conduct insurance or banking business
• Company names can be written in any language which uses the Latin alphabet. However, a company name which is not written in English must be translated for incorporation purposes.
• The name of a Liberia offshore company must be not be identical to the name of another company which has already been registered in Liberia
• Liberia offshore company names must end with the following endings which signify limited liability: Sociedad Anónima, Limited, Société Anonyme, Gesellschaft mit Beschräkter Haftung, Aktiengesellschaft, Incorporated, Corporation
• Records must be maintained but financial statements are not required to be filed
• The details of the beneficial owners are protected under Liberia’s corporate statutes
• Liberia’s double tax treaty agreements do not affect offshore companies