Company Registration in Liberia - Business Starting & Setup

The judicial system of Liberia is a blend of common law, based on Anglo-American law, and African customary law.

Economic law is aimed at stimulation of private proprietorship and attraction of foreign investment. Liberia has been one of the centers of offshore business for more than 30 years.

The principal forms of business organization in Liberia are:

• Sole proprietorship;
• Limited liability company;
• Partnership;
• Limited partnership;
• Business corporation;
• Non-resident corporation;
• Trust;
• Foundation.

The most common structure is Non-resident corporation.

There is a range of requirements to the company name in Liberia:

• The word Limited, Corporation, Incorporated, Aktiengesellschaft, Gesellschaft mit beschränkter Haftung, Société ANonyme, Sociedad Anónima or any other suffix indicating that the corporation is Not a natural person, or the relevant abbreviations must be a part of the name of an international business company.
• A company name should not be identical with that under which a company in existence is already incorporated.
• The following words and their derivatives may not be used: “Chamber of Commerce”, “Building Society”, “Bank”, “Insurance”.
• A company name can 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 restricted.

The following steps are required to incorporate a foreign corporation in Liberia:

1. Reserve a unique company name online – less than one day: The applicant can search the name online or at the Liberian Business Registry (LBR) helpdesk. The reservation of the name lasts for 6 months.
2. Register at the Liberia Business Registry - 1 day (simultaneous with previous procedure): The entrepreneur submits the company registration application to the Liberia Business Registry (LBR) office. The application must include the following documents: 1. Registration Form (RF – 001); 2. Articles of incorporation; 3. Copy of ID documents as attachments to forms A or B; 4. Additional parts: 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). LBR officers review the application and request the Tax Identification Number (TIN) from the Ministry of Finance on behalf of the entrepreneur.
3. Pay fees and obtain proof of payment - 1 day (simultaneous with previous procedure): The entrepreneur proceeds to the bank window in order to pay the associated registration fees. Upon payment of the fee, the Bank officer issues a flag receipt of the Government of Liberia as proof of payment. This receipt has to be returned to the initial officer who accepted the application.
4. Receive the Business Registration Certificate - 1 day (simultaneous with previous procedure): The entrepreneur returns to the Liberia Business Registry office to submit the proof of fee payment. The officer then journalizes the dossier and provides the entrepreneur with the receipt slip, thereby approving the dossier for processing. The entrepreneur can track the status of the application online; and upon approval, the company receives a Business Registration Certificate. The amount of LRD 4 000 is charged for business registration.

Every non-resident Liberian corporation is obligated to maintain a Registered Agent in Liberia. The exclusive Registered Agent for all Liberian non-resident entities is The LISCR Trust Company, which is located at 80 Broad Street, Monrovia, Liberia. The registered address of all non-resident Liberian entities is the address of the Registered Agent in Liberia.

The principal place of business of a non-resident Liberian Corporation is the business address of the Corporation, which can be located anywhere in the world except Liberia.

There are no compulsory requirements for a company seal.

There are a number of restrictions on the activities of Liberian non-resident companies. They cannot:

• undertaketrade within Liberia;
• own Liberian real estate;
• undertake banking or insurance business.

The redomiciliation of companies to or from Liberia is permitted.

A Liberian corporation must have at least one (1) director. Directors may be of any nationality and may be natural persons, corporations, or other legal entities.

There are no requirements to the meeting of a Board of directors.

Names of directors do not appear on a public file.

A Liberian corporation operates through its officers, not its director(s). It is the officers that execute the decisions taken by the director(s) and have the power to sign documents that bind the corporation. Therefore, Liberian Corporations are required to have officers: typically a President, Treasurer and Secretary.

The same person may hold two (2) or more “officer” titles. The officers may be individuals or legal persons of any nationality.

Non-resident corporations in Liberia may 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 need not be resident in Liberia.

Each non-resident company in Liberia must have at least one shareholder who can be a natural person or a company, resident and non-resident.

Annual general meetings are not required.

The details of shareholders are not part of the public records.

In September 2023, Liberia launched the Beneficiary Registry in a test mode. The Registry became fully available on December 1, 2023.

Liberian companies are now required to disclose their beneficiaries in a central registry, including full name, residential address and ownership interests. Some of this information is made publicly available on the Internet.

The Liberian Association Law does not require information about shareholders, directors or officers to be filed in the public registry.

A voluntary filing of directors, officers and/or shareholders is permitted. Once filed, the information will become a part of public record and will be available to any third party.

As an alternative to voluntary filings with the Registrar, the corporation may record the information with the Registered Agent, who will issue the appropriate Certificate of Recordation. The information recorded with the Registered Agent is confidential and is not maintained in the public Registry.

The authorized capital of a standard Liberian Corporation is 500 registered and/or bearer shares 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 either one share of no par value or one share of par value. Issued shares must be fully paid.