FORMING A CORPORATION IN LIBERIA

Pursuant to Chapter 4 of the Business Corporation Act

A Liberian corporation can be formed on the same day that the formation instructions are received by The LISCR Trust Company. The Trust Company, as Registered Agent of all non-resident Liberian corporations, will arrange incorporation of the corporation. All incorporation documents can either be collected on the day of incorporation from one of the LISCR’s Regional offices or can be sent that day by courier.

Unless there are special requirements regarding the authorized share capital of the Corporation (see Section 3 of the Formation Instructions attached), the cost of incorporation is $713.50, which includes the first year’s annual registration tax to the Government of Liberia and the annual fee to the Registered Agent.

The Trust Company will accept formation instructions from any professional user of offshore corporations including ship managers, manning agents, ship owners, as well as trust and company managers, lawyers, accountants, investment companies, etc. In general, The LISCR Trust Company, as Registered Agent, is precluded by due diligence requirements from accepting instructions from individuals who are not engaged professionally in company management or acting as a professional advisor.

To facilitate same-day incorporation, The LISCR Trust Company usually acts as a subscriber and/or incorporator to the Articles of Incorporation. It is also possible for Articles of Incorporation to be prepared, subscribed, and legalized by the person requesting the formation. The documents are then filed by the Trust Company. Shelf corporations are also available for immediate purchase. (Contact )

The annual cost of maintaining a Liberian corporation is $450, which includes the annual registration tax to the Government of Liberia of $150 and the Registered Agent’s annual fee of $300. Annual fees are due on the anniversary of incorporation and are invoiced to the Corporation’s Billing Address, also referred to as the ‘Address of Record’, of the corporation, as supplied at the time of incorporation. The Billing Address can be changed subsequently by a written request to The LISCR Trust Company from the existing Billing Address.

Filing requirements are confined to matters which affect the Articles of Incorporation. (e.g., Amendment to the Articles, Merger, etc.) The Liberian Business Corporation Act does not require information about shareholders, directors or officers to be filed in the public registry, either initially or periodically; however, a voluntary filing with the public Registry or a voluntary confidential recordation with the Registered Agent are permitted. Information on voluntary filing or recordation is available upon request.

Certified Copies of filed documents as well as Certificates of Goodstanding, Certificates of Incorporation are available to the corporation and to any third party. The corporation (but not a third party) may request the issuance of an extended Certificate of Goodstanding which will include information already filed with the Registrar. (e.g., the names of directors as filed with the Registry)

FORMATION INSTRUCTIONS

(Request to form a new Liberian Corporation)

Please complete and submit the form by email to: or

DETAILS OF ORGANIZATION REQUESTING FORMATION:

The requesting organization is responsible for payment of the incorporation fee and will maintain in the records of The LISCR Trust Company as the Billing Address (Address of Record) for the Corporation to which all future annual invoices will be mailed.

Name of Incorporating Law Firm / Company:
Principal Business of Firm:
Street address (not a PO Box):
City:
Zip/Post code:
Country:
Telephone Number, (including Country Code): / +
Fax Number: / +
Email Address:
Contact Name in Firm:
Contact’s Direct Telephone Number: / +
Contact’s Direct Email Address:

The Billing Address (Address of Record) is:

·  Regarded as confidential and is retained exclusively in the records of The LISCR Trust Company, as Registered Agent;

·  Not available to any third party;

·  The address to which annual invoices, legal notices and other correspondence from the Registered Agent will be mailed;

·  The only person from whom the Registered Agent usually accepts instructions in respect of the Corporation;

·  The address to which Service of Process will be sent, if any is received by the Registered Agent on behalf of the Corporation

If at any time after incorporation the Billing Address needs to be changed, the instruction to the Registered Agent to make the change must be submitted in writing by the existing Billing Address.


The following information is required to enable The LISCR Trust Company to prepare and file Articles of Incorporation:

1.  CORPORATE NAME

Please provide two proposed names; the second name will be used if the first name is not available. (Specify the suffix to be used (e.g. Inc., Limited, Ltd. S.A., etc.)

First Choice of Name:
[Name and suffix]
Second Choice of Name:
[Name and suffix]
2.  TYPE OF ARTICLES

Select one of the categories below: (x one of the boxes)

General purpose powers (Standard)

Shipping powers (4 Shipping Powers)

28 Powers (Shipping & General Business Articles)

Custom Articles (Subject to approval by Registrar. Please supply as a ‘Word’ document.)

3.  AUTHORIZED SHARE STRUCTURE
o 
(i)  Type of shares:

Select one of the categories below: (x one of the boxes)

Registered Shares only

Bearer Shares only

Registered and/or Bearer Shares (exchangeable at the request of shareholder)

Registered and/or Bearer Shares (not exchangeable at the request of shareholder)

(ii)  Numbers of Shares:

Select one of the categories below: (x one of the boxes)

500

Other [Specify number of shares]

(iii)  Par Value of each Share:

Select one of the categories below: (x one of the boxes)

Without par value

With par value [Specify value of each share] and [Specify currency unit]

(Shares may be denominated in any currency)

Note: If the capital structure is more than 500 Shares without Par Value, or has a total value more than US$50,000.00, the formation cost will increase. Send an email to or with details of the share structure in excess of this formula to obtain a calculation of the capital tax payable.

4.  INCORPORATOR/SUBSCRIBER

The LISCR Trust Company will act as incorporator of the Corporation. It can act as bare Incorporator or as Incorporator/Subscriber.

(i)  The LISCR Trust Company is to be: (x one of the boxes)

Incorporator - An incorporator does not subscribe for a share; each incorporator issues a Proxy that is sent out with the formation documents to enable the Organization Resolution to be passed by the recipient of the incorporation documents. / Incorporator/Subscriber- Each incorporator /subscriber takes one share and issues a Transfer of Subscription that is sent out with the formation documents to enable the subscribed share to be transferred to the shareholder who can pass the Organization Resolution.

(ii)  Select the number of Incorporators or Incorporators/Subscribers: (x one of the boxes)

One / Two / Three
5.  NUMBER OF DIRECTORS FORMING THE INITIAL BOARD

The minimum number of directors is one, regardless of the number of shareholders. Select the number of initial directors: (x one of the boxes)

One / Two / Three / Other [Specify Number]
6.  SPECIAL INSTRUCTIONS – ADDITIONS TO THE ARTICLES OF INCORPORATION

Complete Section 6 only if you require additional Articles to be included in the Articles of Incorporation or require directors to be named in the Articles of Incorporation.

Select variations to the standard documents: (x the box)

(i) Additional Article(s) (Text is subject to approval by the Registrar. Please supply the text of the additional Article(s) as a ‘Word’ document. (Make sure that you have selected the type of the Articles in Section 2 [Standard, 4 Shipping, 28 Powers] to which the additional Article(s) should be added.)

(ii) Named director(s) to be included in the Articles. Complete all the details for each director if you want them to be named in the Articles of Incorporation. (Do not complete this Section if you are requesting The LISCR Trust Company to pass the Organizational Resolution – see Section 7 below.)

[Full Name of Director 1] / [Full postal address of Director 1]
[Full Name of Director 2] / [Full postal address of Director 2]
[Full Name of Director 3] / [Full postal address of Director 3]
7.  SPECIAL INSTRUCTIONS – THE LISCR TRUST COMPANY TO PASS ORGANIZATION RESOLUTIONS

If requested at the time that the instructions for incorporation are submitted, The LISCR Trust Company can provide the following additional services at no charge.

The LISCR Trust Company can pass the Organization Resolutions of the Corporation, including the election of directors, appointment of officers and adoption of bylaws. (Note: If The LISCR Trust Company acts as bare Incorporator and passes the Organization Resolution, no Proxy is sent out with the incorporation documents.)

Select which items should be included in the Organization Resolution: (x the box)

(i)  Elect Directors:

The following information must be provided for the election of directors:

(Complete all the details for each director.)

[Full Name of Director 1] / [Full postal address of Director 1]
[Full Name of Director 2] / [Full postal address of Director 2]
[Full Name of Director 3] / [Full postal address of Director 3]

(ii)  Appoint Officers:

The following information must be provided for the appointment of officers:

(Complete all the details for each officer.)

President: / [Full Name of President] / [Full postal address]
Treasurer: / [Full Name of Treasurer] / [Full postal address]
Secretary: / [Full Name of Secretary] / [Full postal address]

(iii)  Adopt Bylaws:

(Note: If The LISCR Trust Company acts as incorporator only (and does not subscribe for a share – see Section 4 above), bylaws can be adopted by The LISCR Trust Company in the Organization Resolution only if The LISCR Trust Company has also been instructed in (i) and (ii) above to elect a director/directors and appoint officers.)

Select one of the boxes below: (x one of the boxes)

Standard Bylaws / Custom Bylaws (please supply the Custom Bylaws as a ‘Word’ document)

8.  ADDITIONAL SERVICES AVAILABLE AT ADDITIONAL COST – PREPAYMENT REQUIRED

·  A corporate kit can be ordered at the time incorporation. Cost of a standard corporate kit is $300.00

(x the box if you choose to order a corporate kit)

·  A voluntary filing by incorporator (public record), where this is required by the corporation, for example to facilitate the opening of bank accounts. Cost of each filing is $150.00.

·  A voluntary recordation by incorporator (confidential) with the Registered Agent, (Alternative to voluntary filings with the Registrar, above). Cost of recordation including issuance of the Registered Agent’s Certificate of Recordation is $200.00. The information recorded with the Registered Agent will not be maintained in the public Registry.

Please x the box which corresponds with your choice of either filing with the Registry or a recordation with the Registered Agent, below:

Voluntary filing with Registry / Recordation with Registered Agent
Please x the box which corresponds with your choice of the requested document(s) below:
Incorporator’s Organization Resolution (Consent of Incorporator)
Certificate of Election and Incumbency (details of directors and officers, as stated in the Consent of Incorporator)
Certificate of Election, Incumbency and Filing (Names of Directors and Officers with copies of Certificate of Incorporation, Articles of Incorporation, Organization Resolution and Bylaws attached)
Certificate of Election (details of Directors, as stated in the Consent of Incorporator)
Copy of the Bylaws, as adopted by the Consent of the Incorporator
9.  APOSTILLE

Do you require the documents to have an Apostille attached? (There is no charge for this service, but it must be requested at the time of formation.)

Specify to which document(s) an Apostille should be attached: (x one of the boxes)

Certificate of Incorporation / Articles of Incorporation / Voluntary Filing or Recordation
10.  DOCUMENT DELIVERY INSTRUCTIONS

The Articles of Incorporation and associated documents can be sent by courier or collected from any regional LISCR office.

Specify Delivery method: (x one of the boxes)

To be sent by courier from: / To be collected from:
Specify location: (x one of the boxes below)
LISCR Vienna, Virginia, USA
LISCR Piraeus
LISCR Zürich / LISCR Hong Kong
LISCR Tokyo
LISCR Hamburg

Submit the completed form by email or fax to one of the LISCR offices listed below:

Vienna, Virginia: / Hong Kong: / Tokyo: / Piraeus: / Hamburg: / Zürich:
/ / / / /
+1 703 251 2489 / +852 2810 0023 / +81 3 5419 7002 / +30 210 452 9673 / +49 40 3500 4670 / +41 44 250 8655

Thank you for your order.

You will receive a confirmation of incorporation date by email or fax

Corporation Formation Instructions - Page 5

Rev. 1212