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Incorporation

Setting up a company in Liberia

When setting up a company you may want to consider these factors:

  1. Business Factors

    Liberia imposes significant restrictions on foreign investments in many sectors such as the production and supply of stone and granite, ice manufacturing, commercial printing, cinemas, production of poultry and poultry products, bakeries, sale of pharmaceuticals, operation of heavy duty trucks and advertising agencies etc. Foreign investors may invest in the aforementioned business activities provided they invest no less than USD $500,000. If a Liberian partner maintains at least a 25 percent equity stake, foreign investors only need to invest USD $300,000.

    Furthermore, infrastructure in Liberia is generally very poor and as only Liberian citizens may own land, signing a rental or lease agreement is usually difficult and cumbersome.

    In deciding on whether to invest in Liberia, you may also want to consider the following when making your decision :-

    • The industry and type of business that will be conducted
    • Nationality of the headquarters / individuals (s)
    • Presence of existing trade agreements or relationships
  2. Location

    Location will be another factor. Separate cities and regions may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your need.

Your Options

When setting up a company in Liberia, you have the following options:-

  • Corporation
  • Branch Office

This article provides a general guideline for foreign businesses on entering Liberia for business purposes. In particular, it looks at common pathways to establishing a business presence in Liberia, generally through a corporation or branch office. In addition, various economic, tax and regulatory factors are provided throughout as a source of useful information to assist those who will enter the Liberian economy. The guide also looks at some immigration requirements such as obtaining appropriate visa status.

Data is based on the time of writing, November 2015 or closest available dates.

 

 

Corporation

In Liberia, there are several types of entities that can be set up, most commonly being:

  • Limited liability company (LLC)
  • Registered business company (RBC)
  • Non-resident corporation

Liberian corporate entities can be utilised for a wide range of activities including:

  • International Trade
  • Real Estate Investment
  • Joint Ventures
  • Holding Securities and Bank Accounts
  • Trust and Estate Planning
  • Management of Investment Portfolios
  • Asset Ownership
  • Vessel Ownership
  • Intellectual Property Holdings
  • Professional Services
  • Fulfilment Companies
  • Any other non-licensable Business Activities

It is also worth noting that the Liberian authorities require the presence of a registered agent or an office in the country.

1.Limited liability company (LLC)

The LLC is usually the preferred form of entity for holding real estate and other forms of asset investment. The LLC is not a tax paying entity and any profits or losses are reported on the individual member’s tax return. Same-day incorporation of LLCs are common, and the LLC is not required to publicly file information about members or managers.

Members of a Liberian LLC have the same limited liability protection afforded to shareholders of a corporation.

 

Investment capital requirements

No minimum capital requirements. Only a single shareholder is required. Directors and shareholders can be corporate entities. There is no limitation on residency or nationality of members.

Management

No statutory requirements.

Formation

The LISCR Trust Company usually executes the Certificate of Formation for filing with the Registry for same-day incorporations. For detailed information, please refer here.

2.Registered business company (RBC)

There are three types of Registered Business Companies:

1. Limited by shares
2. Limited by guarantee
3. Unlimited or a hybrid of both one and two

RBCs are required to file an annual return.

For more information on RBCs, investors are required to email the Liberian authorities at corporate@liscr.com.

3.Non-resident corporation

Liberian non-resident corporations are particularly suited for personal or business single-asset ownership as well as for use as holding companies. They may also be used as listing vehicles on a stock exchange.

Investment capital requirements

None. A minimum of one shareholder is required.

Management

A minimum of one director is required. Directors and shareholders can be corporate entities. There is no limitation on residency or nationality of members.

Formation

Step 1: Reserve a company name

Names may be viewed / searched online or at the Liberian Business Registry (LBR) help desk. The reservation lasts for 120 days.

Shelf companies are also available.

Agency: Liberia Business Registry

Time: 1 day

Cost: USD 20 for a foreign company

Step 2: Register at the Liberia Business Registry

Next, the applicant is required to submits the company registration application to the Liberia Business Registry (LBR) office. The application must include the following documents:

  • Registration Form (RF – 001)
  • Articles of incorporation
  • Copy of ID documents as attachments to forms A or
  • 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 will review the application and request for a Tax Identification Number (TIN) and BPS from the Ministry of Finance on behalf of the entrepreneur.

The applicant is also required to pay the associated registration fees.

Agency: Liberia Business Registry

Time: 1 day

Cost: Varies, approximately USD 900 for a foreign corporation

Step 3: Receive the Business Registration Certificate

Once the application has been approved, a business registration certificate will be issued.

Agency: Liberian Business Registry

Time: 2 days

Cost: No charge

For more detailed information on the registration process and samples of the documents required for incorporation, please refer here or here.

Branch office

While Liberian law allows for foreign corporations to set up branches, no public information is available regarding its formation.

Others

Given Liberia’s popularity as a maritime registry, one entity that is commonly used by shipowners is the Foreign Maritime Entity (FME).

 

 

A non-Liberian business entity, such as a foreign corporation, partnership, or other legal person, may own a Liberian-flagged vessel by registering the non-Liberian entity in Liberia as a Foreign Maritime Entity (FME). In order to register as an FME, the foreign entity must have legal existence in its underlying jurisdiction, the power to own a vessel, and the capacity to sue and be sued in its own name.

 

For more information on registration and incorporation process for FMEs, please refer here.

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Liberia, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Liberia, they must also decide whether they will administer that employment internally or use a Global Employment Organisation to handle payroll and employment responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Liberia
  • the company needs help with tax, employment, immigration and payroll compliance in Liberia

The complexity of employment regulations in Liberia makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Liberia allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Liberia.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Liberia. Read more about outsourced employment through Shield GEO.

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