The Republic of Liberia amended its Associations Law, Title 5, Liberian Code of Laws Revised, on April 6, 2020 (Act).
These amendments update the corporate laws of Liberia by, among other things, (1) liberalizing execution, filing, and acknowledgement requirements, and (2) making the non-statutory corporate laws of Liberia uniform with the laws of the state of Delaware and other U.S. states with substantially similar legislative provisions.
Insofar as it does not conflict with any other provision of the Act or the decisions of the courts of the Republic of Liberia, both of which take precedence, the Act adopts the non-statutory laws of the state of Delaware and other U.S. states with substantially similar legislative provisions and authorizes and directs the Liberian courts to apply such laws in resolving any issue before such courts.
Two other items of note. The Act confirms the disabled bearer share conversion deadline of the first anniversary of the date of incorporation subsequent to December 31, 2018 (conversion date). All bearer shares must be either converted to registered shares or deposited with a custodian pursuant to a custodial agreement entered into between such holder and the custodian by the conversion date. Otherwise, such bearer shares shall be disabled (cancelled).
The Act also requires that the registered agent ensure that the required information of directors, management, and ownership on all non-resident domestic business entities is maintained as required under the Business Corporation Act and ensure the accessibility and availability of that information to the relevant competent authorities.