Liberia

Located on the west coast of Africa, Liberia consists of 43.000 sq. miles between Sierra Leone, Guinea and the Ivory Coast, just north of the equator.

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.

Primary exports include quality iron ore and natural rubber. Diamonds, coffee, cocoa, palm oil, gold and timber are also exported, generating foreign exchange. The Liberian population is around 2.5 million, with 300.000 living in the capitol, Monrovia. English is the official language, although there are 16 indigenous languages are used throughout the country. Direct dial overseas telephone, fax and telex services are available. Monrovia and the newer port of Buchanan are amongst the most modern ports on the west coast of Africa and are regular ports of call for major steamship lines operating between Europe, the US and the Far East. There are direct scheduled flights from both Europe and the US to Roberts International Airport on the outskirts of Monrovia. Airmail services are good and the international courier services are well established. Liberian law was based on that of the United States of America and can be found in the Liberian Code of Laws of 1956.

Liberia has income tax treaties (double taxation agreements) with Germany and Sweden, avoiding double taxation. A treaty with Canada has been signed but is not in effect while a treaty to avoid double taxation on shipping and aircraft income is in force with New Zealand. In 1982 Liberia and the United States also signed a treaty exempting shipping and aircraft earnings from double taxation. This exemption applies to the operation of ships and aircraft registered in the signatory countries. Since its beginnings in 1948, the Liberian corporate program has operated without interruption of any kind. Political intrusions have never interfered with this continuity of law. Liberian corporate domicile offers:

1. Advantages for international operations.

• • Corporate directors, officers and shareholders may be of any nationality and may reside anywhere in the world.

• • Corporations may serve as directors.

• • The location of the corporation’s executive office is at the discretion of the corporation.

• • Corporation organizational and management meetings may be held anywhere in the world.

• • Business activities may be conducted in any location.

2. Privacy of ownership and operation.

• • 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, tax forms and audit statements are not required in Liberia.

• • Bearer shares are permitted.

• • The same person may serve as the director and hold the offices of president, secretary and treasurer.

• • With less than three shareholders, a corresponding number of directors is permitted – i.e. one shareholder allows one director.

3. Flexible financial structures.

• • Liberian corporations have no minimum capital requirement.

• • Issuance of shares is not reported or recorded in Liberia

• • If shares have a par value, it may be expressed in any currency.

• • Liberian corporations incur no Liberian tax liability if business activities are conducted outside Liberia.

• • If authorized in Articles, bearer shares may be exchanged for registered shares.

4. Convenient formation and maintenance requirements.

• • Legal existence can be obtained in one working day.

• • Corporate names can be at once checked for availability and reserved.

• • Payment of annual fees is the only requirement to maintain good standing.

What do we need from you?

In order to incorporate in Liberia, please submit the following:

• • A completed and signed Order Form.

• Fee of Eur 1.350.00 in favour of: “CARLTON PRESS.”

Thanks and best regards,

Sterling Fisher

for Offshore-Manual.com

CORPORATE FEATURES

GENERAL INFORMATION:

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 430 cms.

POPULATION

The population of Liberia is approximately three million.

POLITICAL STRUCTURE

The state of Liberia was founded in 1847 by immigrants of African descent who returned from the United States of America to their native continent. Liberia has remained an independent nation and is the oldest republic in Africa.

Liberia has suffered from political upheaval in recent years (including the 1990 – 1993 civil war). However, there is renewed hope for peace and stability following democratic elections in 1997.

INFRASTRUCTURE AND ECONOMY

Although the civil war and its aftermath damaged the economy, Liberia has remained home to one of the world’s largest shipping registries, which has over 60 million gross tons of shipping flying its flag.

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.

LANGUAGE

English is the official language of Liberia although there are sixteen indigenous languages, which are used throughout the country.

CURRENCY

Liberian Dollar – US Dollar

EXCHANGE CONTROL

None.

TYPE OF LAW

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.

PRINCIPAL CORPORATE LEGALISATION

Liberian Associations Law, which incorporates the Business Corporation and Partnership Acts.

COMPANY INFORMATION:

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

Non-Resident Corporation.

PROCEDURE TO INCORPORATE

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.

RESTRICTIONS ON TRADING

Cannot undertake trade within Liberia or own Liberian real estate. Cannot undertake banking or insurance business.

POWERS OF COMPANY

A Company incorporated in Liberia has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

English.

REGISTERED OFFICE REQUIRED

Yes, must be maintained in Liberia at the address of the only licensed Trust and Management Company.

SHELF COMPANIES AVAILABLE

Yes.

TIME TO INCORPORATE

Two days, but a further two days is required for delivery of documentation from the Registry.

NAME RESTRICTIONS

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.

LANGUAGE OF 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 a restricted.

SUFFIXES TO DENOTE LIMITED LIABILITY

Limited, Corporation, Incorporated, Aktiengesellschaft, Gesellschaft mit beshränkter Haftung, Sociètè Anonyme, Sociedad Anónima or the relevant abbreviations.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

No.

COMPLIANCE:

AUTHORISED AND ISSUED SHARE CAPITAL

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.

CLASSES OF SHARES 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 PERMITTED

Yes.

TAXATION

Non-Resident Liberian corporations do not incur tax liabilities in Liberia if the income is derived from non-Liberian sources.

DOUBLE TAXATION AGREEMENTS

Liberia has treaties with Germany and Sweden. Although these treaties do not extend to the Liberian Non-Resident Company.

LICENCE FEES

US$ 150 per year.

FINANCIAL STATEMENT REQUIREMENTS

There is no requirement to file financial statements, but records should be maintained to reflect a company’s financial status.

DIRECTORS

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.

COMPANY SECRETARY

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.

SHAREHOLDERS

The minimum number of shareholders is one.

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