To Be Prepared and Filed in Accordance with Section 10.10 of the Business Corporation Act

RE-DOMICILIATION OUT OF LIBERIA

To be prepared and filed in accordance with Section 10.10 of the Business Corporation Act

A Liberian Corporation may, if permitted to do so by its constitution, apply to establish domicile in another jurisdiction. The corporation must be in goodstanding with all outstanding fees paid prior to filing the application for re-domiciliation out of Liberia.

Shareholders of the corporation must approve re-domiciliation of the corporation out of Liberia. A copy of the shareholders’ resolution resolving to re-domicile shall specify:

o That the corporation shall be re-domiciled out of Liberia.

o The proposed name of the corporation, if different from the present name of the corporation.

o Such other provisions with respect to the proposed re-domiciliation out of Liberia, as the shareholders considered necessary or desirable.

METHODS OF FILING:

1. Immediate Re-domiciliation out of Liberia pursuant to section 10.10.3 where Re-domiciliation has already been completed in another jurisdiction (see page 2)

2. Conditional re-domiciliation out of Liberia pursuant to section 10.10.3 where the corporation has been re-domiciled to the new jurisdiction but is not able to submit documents confirming continuation of the corporation in the new jurisdiction (see page 3)

3. Deferred re-domiciliation out of Liberia pursuant to section 10.10.5 where the Corporation has not yet re-domiciled to the new jurisdiction, and the expected future date of re-domiciliation of the corporation to the new jurisdiction is specified in the application; no later than 12 months after the date of filing of the application for re-domiciliation out of Liberia (see page 4)

Model forms of the Application are attached. We suggest that you submit a draft of the Application to the LISCR office in Vienna, Virginia or Zürich, Switzerland for proofing.

SUBMIT DOCUMENTS AND PAYMENT – to LISCR at either of the addresses above. They may also be deposited at any of LISCR’s other offices for forwarding to the Corporate Department.

1. Immediate Re-domiciliation out of Liberia pursuant to section 10.10.4

Re-domiciliation has already been completed in another jurisdiction

The date of re-domiciliation out of Liberia is the date of filing of the application.

One step filing when, the corporation has completed its re-domiciliation in another jurisdiction and is able to submit all required attachments.

Filing requirements:

I. THE FILING FEE – is US$400. Due at the time of filing of the application

II. DOCUMENTS FOR FILING:

· One (1) original Application for Re-domiciliation executed by the Officers[1].

o The signatures on the original must be acknowledged. Please choose one of the methods described below:

The document can be acknowledged before a notary[2], and then, authenticated by a Liberian consul or a consular official of any country that has diplomatic relations with Liberia. An Apostille is also an acceptable form of authentication, or;

The document can be acknowledged before and be legalized by a Liberian Consul, a Deputy Commissioner of Maritime Affairs or a consular official of any country that has diplomatic relations with Liberia or, a Special Agent of the Republic of Liberia available at any of LISCR offices, in which case no further authentication is necessary.

· One (1) certified copy of the Shareholders’ Resolution resolving to re-domicile, certified by an officer of the corporation[3], (see page 1 for details)

· One (1) certified copy of the Articles of Incorporation as filed in the new jurisdiction and issued by that jurisdiction.

· A Certificate of Continuation or a document issued by the new jurisdiction stating that the corporation has been re-domiciled to that jurisdiction.

The Registrar or the Deputy Registrar will issue a Certificate of Re-domiciliation to confirm re-domiciliation of the corporation out of Liberia. The date of the Certificate will be the date from which the corporation ceased to be a Liberian corporation.

2. CONDITIONAL Re-domiciliation out of Liberia pursuant to section 10.10.4

Corporation has been re-domiciled to the new jurisdiction but is not able to submit documents confirming continuation of the corporation in the new jurisdiction

The date of re-domiciliation out of Liberia is the date of the first filing, condition to filing of a certificate of completion at later date.

This method can be used when the corporation has completed the re-domiciliation process in the new jurisdiction or a re-domiciliation date has been received from the new jurisdiction, but is unable to submit all required attachments.

Filing requirements - First filing:

I. THE FILING FEE – is US$900. Due at the time of filing of the application

II. DOCUMENTS FOR FILING:

· One (1) original Application for Re-domiciliation executed by the Officers1.

o The signatures on the original must be acknowledged. Please choose one of the methods described below:

1. The document can be acknowledged before a notary2, and then, authenticated by a Liberian consul or a consular official of any country that has diplomatic relations with Liberia. An Apostille is also an acceptable form of authentication, or;

2. The document can be acknowledged before and be legalized by a Liberian Consul, a Deputy Commissioner of Maritime Affairs or a consular official of any country that has diplomatic relations with Liberia or, a Special Agent of the Republic of Liberia available at any of LISCR offices, in which case no further authentication is necessary.

· One (1) certified copy of the Shareholders’ Resolution resolving to re-domicile, certified by an officer of the corporation3, (see page 1 for details)

The Registrar or the Deputy Registrar will issue a provisional certificate valid for 12 months. If the corporation fails to fulfill all the requirements for re-domiciliation by a date no later than12 months immediately following the filing date of the application for re-domiciliation, the certificate of re-domiciliation will no longer be valid and the corporation will remain on the records of the Liberian Registry.

Second filing:

I. DOCUMENTS FOR FILING:

· One (1) original Certificate of Completion executed by the Officers1.

o The signatures on the original must be acknowledged. Please choose one of the methods described below:

1. The document can be acknowledged before a notary, and then, authenticated by a Liberian consul or a consular official of any country that has diplomatic relations with Liberia. An Apostille is also an acceptable form of authentication, or;

· One (1) certified copy of the Articles of Incorporation as filed in the new jurisdiction and issued by that jurisdiction

· A Certificate of Continuation or a document issued by the new jurisdiction stating that the corporation has been re-domiciled to that jurisdiction.

Upon completion by the corporation of all requirements and submission to The Registrar or the Deputy Registrar the Certificate of Completion, The Registrar or the Deputy Registrar will issue a Certificate of Re-domiciliation to confirm re-domiciliation of the corporation out of Liberia as of the filing date of the application.

3. DEFERRED RE-domiciliation out of Liberia pursuant to section 10.10.5

The expected future date of re-domiciliation of the corporation to the new jurisdiction is specified in the application; no later than 12 months after the date of filing of the application for re-domiciliation out of Liberia

The date of re-domiciliation out of Liberia is the date of the second filing.

This method should be chosen when at the time of filing of the application if the corporation has not yet re-domiciled to the new jurisdiction.

Filing requirements – First filing:

I. THE FILING FEE – is US$900. Due at the time of filing of the application

II. DOCUMENTS FOR FILING:

· One (1) original Application for Re-domiciliation executed by the Officers1.

o The signatures on the original must be acknowledged. Please choose one of the methods described below:

Rev. 6/11

Re-domiciliation out of Liberia

· One (1) certified copy of the Shareholders’ Resolution resolving to re-domicile, certified by an officer of the corporation3, (see page 1 for details)

Second filing:

II. DOCUMENTS FOR FILING:

· One (1) original Certificate of Completion executed by the Officers1.

o The signatures on the original must be acknowledged. Please choose one of the methods described below:

· One (1) certified copy of the Articles of Incorporation as filed in the new jurisdiction and issued by that jurisdiction

· A Certificate of Continuation or a document issued by the new jurisdiction stating that the corporation has been re-domiciled to that jurisdiction.

Rev. 6/11

Re-domiciliation out of Liberia

[1] Where any Officer is not a natural person (i.e., is a company or other legal person), the signatures of the person or persons who are the authorized signatories of that legal person are required. The Registry may ask for evidence of signing powers.

[2] If the statement:

“And they severally duly acknowledged to me that the execution thereof was their act and deed/the act and deed of the [name of entity]”

cannot be included in the notarial acknowledgement, then a separate verification by one of the signing officers must be attached to the filed Application Form. The following is a sample form of the verification:

The undersigned, the Title] of [name of entity], being duly sworn, deposes and says that he has executed the foregoing instrument on behalf of [name of entity], that he has read the same and knows the contents thereof, and that the matters stated therein are true to his knowledge.

Signature:

Name:

Title of Officer:

[3] A copy of the resolution approving re-domiciliation of the corporation out of Liberia must be provided to the Registry and one of the Officers who signed the application must certify the copy of the resolution in the form below:

This is a true and correct copy of the Minutes/Resolutions of the shareholders of the Corporation resolving to re-domicile the Corporation out of Liberia.

Signature:

Name:

Title of Officer: