Liberia
Corporate Guide
What are the different types of companies that can be incorporated in Liberia?
Corporation
A corporation is a for-profit entity that has the authority to issue shares. The corporation is the most widely used business association in Liberia. A corporation may be registered either as a new entity in Liberia, a subsidiary or as a branch of a foreign corporation that is registered under the jurisdiction of another country and desires to open a branch in Liberia. Here, corporate income is subject to double taxation in that income generated by the entity is taxed at an entity level. The portion of the corporate income that goes to the shareholders as dividends is then taxed again.
Limited liability company
A limited liability company (LLC) is a company having one or more members. An LLC may be registered either as a new entity, subsidiary, or branch. The owners of a limited liability company are referred to as “members”.
Additionally, unlike a corporation, corporate income is taxed only once. This means that the company does not get taxed as an entity; rather, only the income that is distributed to members can be taxed.
Not-for-profit
A not-for-profit entity must be registered or incorporated by at least three persons. Under Liberian law, it does not have the authority to issue shares or indulge in activities for pecuniary profit or financial gains. Unlike an LLC or a business corporation, a not-for-profit entity is prohibited from distributing any gains, profits or dividends to any of its members except upon dissolution.
Partnership
A partnership is an association of two or more persons to carry on as co-owners of a business. The formation of a partnership need not be formally registered to exist. The Associations Law provides that the receipt by a person of shares of profits from a business is prima facie evidence of a partnership. The partners may not be sued individually for partnership acts, liabilities and obligations. When a judgment has been obtained against a partnership, execution thereof shall be against the assets of the partnership, though the partners are personally liable for the satisfaction of such judgments.
Limited partnership
A limited partnership is a partnership formed by two or more persons having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. Two or more persons desiring to form a limited partnership shall sign and acknowledge a certificate containing the limited partnership agreement and shall file the certificate with the Registrar of Deeds of the county in which the principal office of the limited partnership or its registered agent shall be located.