CHANGES to the Republic of Liberia’s Business Corporation Act have been welcomed by the Liberian International Ship and Corporate Registry.

The changes to the Business Corporation Act and its Limited Liability Company Act are said to be part of an effort to make these laws more customer-friendly.

With these changes, Liberian Associations law is said to be closer to the corporate laws and standards of the State of Delaware and other US states, making Liberian law easier to work with.

Further, some modern practices have been codified into the law, including some electronic procedures that have become increasingly vital during the global pandemic.

Liberian International Ship and Corporate Registry chief operations officer Alfonso Castillero said they were “incredibly pleased to see the successful revision and approval of the BCA and LLC Act”.

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“We know that these revisions will have a direct and tangible benefit for users of Liberian corporate law,” Mr Castillero said.

“This is part of our continued approach to maintaining the competitive advantage of Liberia. I also want to thank the team at Watson Farley & Williams for their great support on this.”

The Law Firm of Watson Farley & Williams helped LISCR in developing these changes.

The WFW New York corporate team advising LISCR on the transaction was led by partner Steven Hollander, supported by Partner Will Vogel and Associate Danny Berger.

“We are very pleased to have worked on these revisions with LISCR and are proud to have played such a large role in shaping the future of Liberian corporate law,” Mr Hollander said.

The key points of this Law revision include:

  • Adoption of non-statutory law of Delaware and other U.S. states with substantially similar legislative provisions to interpret the BCA and the adoption of non-statutory law of Delaware to interpret the LLC Act;
  • Eliminating the requirement of two officer’s signature on filing documents;
  • Enabling acknowledgement of filing documents outside Liberia without notarization and apostille;
  • Codifying practices of electronic submission of filing documents, provision of shareholders’ and directors’ consent via electronic transmission, etc;
  • Introducing definitions of “beneficial owner,” “nominee,” “ultimate effective control,” and “ultimate ownership” in order to comply with the OECD standards;
  • Introducing the deadline for conversion of disabled bearer shares (31 December 2020); and

Introducing a variety of provisions applicable to public companies.

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