Liberian companies

Last updated

Companies in the Republic of Liberia are regulated by a variety of laws. The corporate laws of Liberia were promulgated over 50 years ago to provide an offshore jurisdiction for ship owners and the international financial community. The LISCR (Liberian International Ship & Corporate Registry) has been appointed by the government of Liberia as its agent to manage corporate registry and to act as the sole entity for foreign companies registered in Liberia. The LISCR is headquartered in Dulles, Virginia, US and has an office located in Zurich, Switzerland.

Contents

There are two income tax treaties with Sweden and Germany in force.

Additionally, Liberia as a corporate jurisdiction is on OECD’s white-list of countries that have substantially implemented tax transparency and meet the internationally agreed tax standard.

Shipping companies

The Liberian Registry – the largest in the world by gross tonnage – includes over 5,000 ships of more than 244 million gross tons, which accounts for 16 percent of the world's oceangoing fleet. [1] The Liberian fleet is one of the youngest of all nations, with an average vessel age of 12 years. According to the U.S. Maritime Administration, Liberian-flagged vessels carry more than one-third of the oil imported into the United States.

The Liberian Registry is administered by the Liberian International Ship & Corporate Registry (LISCR, LLC), a U.S. owned and operated company that provides the day-to-day management for the Republic of Liberia's (ROL) ship and corporate registry.

In addition to its regional offices in many major maritime centers of the world, the Liberian Registry is also supported by a worldwide network with over 500 Nautical Inspectors and Auditors.

The Liberian Registry is open to any ship owner in the world. In order to enter the Liberian registry, a vessel must be less than 20 years of age and must meet high safety standards. [2]

Liberian flagged ships are able to trade anywhere in the world. There are no crew nationality restrictions and taxes on Liberian vessels are at conservative rates based on the net tonnage. Registration of vessels is eligible to Liberian entities or registered business entities incorporated under other jurisdictions and registered as a Liberian Foreign Maritime Entity.

Documentation

Liberian corporations, LLCs, partnerships, and not-for-profit businesses are easily formed. No special documents are required to be submitted other than an order form confirming the details of the entity requested. They however will only accept formation instructions from a professional user of offshore corporations including ship managers, manning agents, ship owners, etc., as well as trust and company managers, lawyers, accountants, investment companies, etc. They do not accept instructions directly from individuals not engaged professionally in company management or acting as a professional advisor or lawyer.

Subscription rights

The Articles of Incorporation should include at the minimum, the name of the corporation; the purpose of the corporation; the type of shares and total authorized share capital; the name of the incorporator and names of any subscribers of shares and the number of initial directors.

Directors, shareholders and other officers do not need to be registered in Liberia and thus it is not possible to obtain from the public record any form of evidence of directors, shareholders or officers. This particular feature makes the administration of a Liberian Company particularly simple for offshore trust Companies. Unfortunately it can sometimes create difficulties if a Liberian company is to enter into a contract, since the Counter-Party must follow the paper trail to ensure they are dealing with duly elected officials of the Company. For this purpose, Liberian corporations can voluntarily file such information as needed to conduct their business.

Accounts

Liberian companies shall keep correct and complete books and records or account and shall keep minutes of all meetings of shareholders, of actions taken on consent by shareholders, of all meetings of the board of directors, of actions taken on consent by directors and of meetings of the executive committee, if any. There is no requirement to file this information in the Public Register; instead, the Corporation is responsible for the safekeeping of its records. There is no requirement to have audited accounts for a Liberian Corporation. Any decision to audit the accounts is one for the shareholders to take.

Fees

It costs $713.50 to register a company in Liberia, with an annual registration fee of $450.00 after that.

There is no requirement that you or any company director be physically present in Liberia at any time. There are no capital investment requirements to start a Liberian company, but to maintain "non-resident domestic corporation" status at least 75% (previously 50%) of the company shares (or share subscription rights) must be owned and controlled by non-residents of Liberia.

Bank secrecy laws

Liberia has no special bank secrecy laws like other tax havens, but this is not a deterrent as few Liberian offshore corporations actually handle their banking transactions within Liberia's territory borders. Moreover, there is no requirement that they must bank in Liberia.

Certified copies of filed corporate records are available for order by the public.

See also

Related Research Articles

The economy of Liberia is extremely underdeveloped, with only $3.222 billion by gross domestic product as of 2019, largely due to the First (1989–1996) and Second Liberian Civil War (1999–2003). Liberia itself is one of the poorest and least developed countries in the world, according to the United Nations.

Business is the practice of making one's living or making money by producing or buying and selling products. It is also "any activity or enterprise entered into for profit."

In most legal jurisdictions, a financial institution is required to obtain a banking licence before it is legally permitted to carry on a banking business. Besides other requirements, such a business is not permitted to contain in its name words such as bank, insurance, national, etc, unless it holds an appropriate licence. Depending on banking regulations, jurisdictions may offer different types of banking licences, such as:

<span class="mw-page-title-main">Limited liability company</span> US form of a private limited company

A limited liability company is the United States-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under state law; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states, businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).

<span class="mw-page-title-main">Joint-stock company</span> Business entity which is owned by shareholders

A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares. Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.

<span class="mw-page-title-main">Flag of convenience</span> Registering a ship in a foreign country

Flag of convenience (FOC) is a business practice whereby a ship's owners register a merchant ship in a ship register of a country other than that of the ship's owners, and the ship flies the civil ensign of that country, called the flag state. The term is often used pejoratively, and although common, the practice is sometimes regarded as contentious.

<span class="mw-page-title-main">Offshore company</span> Company or corporate entity established in an offshore jurisdiction

The term "offshore company" or "offshore corporation" is used in at least two distinct and different ways. An offshore company may be a reference to:

<span class="mw-page-title-main">Private limited company</span> Type of company used in many jurisdictions

A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany and Austria, Besloten vennootschap in The Netherlands, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability. However, shares can only be sold to shareholders in the business, which means that it can be difficult to liquidate such a company.

A corporate tax, also called corporation tax or company tax, is a type of direct tax levied on the income or capital of corporations and other similar legal entities. The tax is usually imposed at the national level, but it may also be imposed at state or local levels in some countries. Corporate taxes may be referred to as income tax or capital tax, depending on the nature of the tax.

A bearer instrument is a document that entitles the holder of the document to rights of ownership or title to the underlying property. In the case of shares or bonds, they are called bearer certificates. Unlike normal registered instruments, no record is kept of who owns bearer instruments or of transactions involving transfer of ownership, enabling the owner, as well as a purchaser, to deal with the property anonymously. Whoever physically holds the bearer document is assumed to be the owner of the property, and the rights arising therefrom, such as dividends.

<span class="mw-page-title-main">C corporation</span> One of four main types of U.S. corporations

A C corporation, under United States federal income tax law, is any corporation that is taxed separately from its owners. A C corporation is distinguished from an S corporation, which generally is not taxed separately. Many companies, including most major corporations, are treated as C corporations for U.S. federal income tax purposes. C corporations and S corporations both enjoy limited liability, but only C corporations are subject to corporate income taxation.

<span class="mw-page-title-main">American Bureau of Shipping</span> American maritime classification society established in 1862

The American Bureau of Shipping (ABS) is an American maritime classification society established in 1862. Its stated mission to promote the security of life, property, and the natural environment, primarily through the development and verification of standards for the design, construction and operational maintenance of marine and offshore assets.

In domestic and international commercial law, a beneficial owner is a natural person or persons who ultimately owns or controls an interest in a legal entity or arrangement, such as a company, a trust, or a foundation. Legal owners, commonly described as the "registered owners", may hold those interests as beneficial owners or for the benefit of someone else, in which case they may be described as a "nominee".

An international business company or international business corporation (IBC) is an offshore company formed under the laws of some jurisdictions as a tax neutral company which is usually limited in terms of the activities it may conduct in, but not necessarily from, the jurisdiction in which it is incorporated. While not taxable in the country of incorporation, an IBC or its owners, if resident in a country having “controlled foreign corporation” rules for instance, can be taxable in other jurisdictions.

<span class="mw-page-title-main">Company</span> Association or collection of individuals

A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as:

The flag state of a merchant vessel is the jurisdiction under whose laws the vessel is registered or licensed, and is deemed the nationality of the vessel. A merchant vessel must be registered and can only be registered in one jurisdiction, but may change the jurisdiction in which it is registered. The flag state has the authority and responsibility to enforce regulations over vessels registered under its flag, including those relating to inspection, certification, and issuance of safety and pollution prevention documents. As a ship operates under the laws of its flag state, these laws are applicable if the ship is involved in an admiralty case.

Ship registration is the process by which a ship is documented and given the nationality of the country to which the ship has been documented. The nationality allows a ship to travel internationally as it is proof of ownership of the vessel.

<span class="mw-page-title-main">British Virgin Islands company law</span>

The British Virgin Islands company law is the law that governs businesses registered in the British Virgin Islands. It is primarily codified through the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and by the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is likely the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. This might explain why company law forms a much more prominent part of the law of the British Virgin Islands when compared to countries of similar size.

<span class="mw-page-title-main">United Arab Emirates corporate law</span>

United Arab Emirates corporate law regulates the governance, finance and power of corporations in the United Arab Emirates (UAE) through UAE law. Every emirate has its own basic corporate code.

The Republic of Panama is one of the oldest and best-known tax havens in the Caribbean, as well as one of the most established in the region. Panama has had a reputation for tax avoidance since the early 20th century, and Panama has been cited repeatedly in recent years as a jurisdiction which does not cooperate with international tax transparency initiatives.

References

  1. Corbett (a_corbett), Adam (27 July 2023). "Liberia overtakes Panama as world's largest flag state in tonnage terms". TradeWinds | Latest shipping and maritime news.
  2. "Maritime". Archived from the original on 2008-09-05. Retrieved 2008-09-04.