1.      In addition to incorporating, would you prepare the Corporate Kit for the company—which documents are included?
Yes, we would be glad to prepare your Corporate Kit, which would include minutes of the organization meeting; bylaws; corporate resolutions; shareholders’ agreement, if necessary; and, sample share certificates, corporate seal, and corporate record book.

2.    How long would it take to incorporate or to form another business entity?
We can incorporate or form your company within 48 hours of receipt of your request.

3.    Would your firm serve as registered agent for a corporation or other business entities?
Brumskine & Associates does not serve as registered agent for any business entity. We have engaged the services of a national registered agent, National Registered Agents Inc., as the Registered Agent for all of our clients that are resident domestic entities. By law, LISCR Trust Company serves as registered agent for all Liberian non-resident domestic corporations.

The Registered Agent also provides a registered office address for receiving service of process, and legal notices, on behalf the entity for which it is the registered agent; it also issues annual invoices and notices, among other things, and may receive filing instructions from such entities, which would like to voluntarily file information with the Liberian Business Registry (the “Registry”).

4.     Is there a requirement for maintaining corporate records?
There certainly is. A domestic corporation is required to keep books and records of account, minutes of all meetings and actions of shareholders and the board of directors, and of actions taken on consent by directors. The records should also contain information on the shareholders. A domestic corporation having its principal place of business in Liberia should keep such books and records in Liberia.

The Registered Agent also serves as custodian of corporate records for our clients, a statutory requirement of a domestic corporation. The Registered Agent would be able to issue, upon approval of the client, certificates for information such as election and incumbency, shareholdings, and filings.

5.    Do you have shelf companies available?
Firstly, a shelf company is a corporation that has already been incorporated, but not organized—no shareholder or director—that is available for immediate use. We can provide a shelf company that is a Liberian resident domestic corporation, incorporated as of August 2012. A shelf corporation provided by us would have already been registered to do business in Liberia.

We can also request, on your behalf, a shelf company that is a Liberian non-resident domestic corporation, having an even earlier date of incorporation, from LISCR.

6.    Do I form a corporation or should I use another form of business?
The choice of business entities available to you are: general partnership, limited partnership, limited liability company, and corporation, among others. The organization structure for your business exists on a continuum. Each form can be manipulated to approximate the characteristics of the others. But the structure selected is not likely to affect the way how your business will be conducted. The form of business you select will, however, as between/among the owners of the business, determine their legal relationship, financial rights, responsibilities for business debts and tort liabilities, and their tax liabilities, among others.

7.    Are there any specific words or wordings that must be included in the name of a corporation?
The name of a corporation must contain the word “corporation,” “incorporated,” “company,” or “limited” or an abbreviation of one of those words. However, if a corporation is a foreign corporation that wishes to establish a place of business in Liberia or seeks authorization to do business in Liberia, the corporation may include as part of its name such word or words, abbreviations, suffix, or prefix of like import of a foreign country or foreign jurisdiction as will clearly indicate that it is a body corporate with separate legal.

8.    How would I know that a business name is available?
Prior to filing the Articles of Incorporation, we will verify with the Liberia Business Registry the availability of the name that the entity intends to use, and whether the name would otherwise be appropriate. The Registrar will also confirm that the proposed name is not similar to the name of any existing corporation, domestic or authorized foreign corporations, or any other legal entity.

9.    Do you conduct searches—corporate, litigation, and winding-up searches, among others?
Yes, we do. However, Liberian corporations or other business entities are not required to file with the Registry any of its corporate information, although it may voluntarily do so. Therefore, unless a corporation or other business entities have voluntarily filed corporate information such as names of shareholders, directors, or officers, a corporate search would reveal only public information such as the name of the entity, the date of incorporation, and the name and address of the Registered Agent. A Certificate of Goodstanding would confirm the continuous existence of the entity and that it is in good standing.

We also search the records of the relevant courts as well as the archives to determine whether any litigation is pending against the entity, or there is an unexecuted judgment against the entity, or any of its assets is subject to a security interest or other lien, or a receiver has been appointed or a winding-up order for the entity has been issued.

10.     What does it mean for a corporation to be in good standing?
A corporation is in goodstanding if it has been incorporated under the laws of Liberia, paid all fees required under the Business Corporation Act, has not submitted articles of consolidation or merger (a corporation may be in goodstanding, although it has submitted articles of dissolution if it is the surviving corporation), re-domiciliation out of Liberia, or dissolution; the corporation is not the subject of judicial dissolution proceedings or a proclamation of revocation; and, the corporation maintains a registered agent.

11.    Who may be an incorporator of a Corporation?
One or more persons, natural or legal, without regard to residence, domicile, or jurisdiction may incorporate or organize a corporation. The name and address of each incorporator is included in the Articles of Incorporation. So, while the person requesting the formation of the corporation may serve as its incorporator, we usually have the National Registered Agents Inc. serve as incorporator for our clients.

12.     Should an incorporator subscribe to shares of the corporation?
The law does not require or otherwise provide for an incorporator to subscribe to any of the shares of the corporation. But if the Articles of Incorporation, for whatever reason, also lists the incorporator as a subscriber to shares of the corporation, the incorporator may transfer the shares subscription to the real owner prior to or at the organization meeting.

13.     What is an organization meeting?
The organization meeting is a post-incorporation meeting, which may be convened, within or without Liberia, for the purpose of electing directors, appointing officers, adopting bylaws and doing such other acts that may be necessary to duly organize the corporation. It is at the organization meeting that the corporation usually accepts subscriptions and issues shares, among other things.

The corporation, although incorporated, is not duly organized until the other statutory requirements, such as the holding of the organization meeting, are accomplished. But any action/decision that may be taken at the organization meeting may be taken without a meeting

14.    What should the Bylaws contain?
The bylaws may contain any provision relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees.

15.    How many shares may a corporation issue?
A corporation may be authorized to issue as many shares as it desires. The fee paid for incorporation may affect the decision as to whether the corporation is authorized to issue par value or no par value shares. The minimum shares fee to be paid for incorporating is US$100.00, allowing the corporation to issue 500 shares without par value or 50,000 shares with par value.

16.     Is there any restriction/qualification with regard to corporate directors?
The Articles of Incorporation must state the number of directors constituting the initial board of directors; a corporation may have a single director. Directors constituting the initial board do not have to be named in the Articles of Incorporation. But if named, the Articles of Incorporation should then specify the address or addresses of the named persons. Directors may be an individual or legal person of any nationality, domicile, residence, or jurisdiction.

17.    What about corporate officers?
Like a director, an officer may be an individual or legal person of any nationality, domicile, residence, or jurisdiction. A corporation should have such officers as may be necessary to enable it to sign instruments. But any two or more offices may be held by the same person.