Forming a Limited Liability Company (Llc) in Liberia

LIBERIAN CORPORATE REGISTRY www.LiberianCorporations.com

LISCR, LLC LISCR, S.A. 8619 Westwood Center Drive, Suite 300 1ST Fl., Schifflände 16 Vienna, Virginia 22182 USA CH-8001 Zürich, Switzerland Tel: +1 703 790 3434 Tel: +41 44 250 8650 Fax: +1 703 251 2489 Fax: +41 44 250 8655 Email: [email protected] Email: [email protected]

FORMING A LIMITED LIABILITY COMPANY (LLC) IN LIBERIA Pursuant to Chapter 14 of the Business Corporation Act

A Liberian Limited Liability Company (“LLC”) can be formed on the same day that formation instructions are received by The LISCR Trust Company. The Trust Company, as Registered Agent of all nonresident Liberian LLCs, will arrange formation and will arrange that the formation document (Certificate of Formation) can be collected on the day of formation from LISCR’s Regional offices or can be sent on that day by courier.

The cost of formation is $713.50 which includes the first year’s annual registration tax to the Government of Liberia and fee to the Registered Agent.

The Trust Company will accept formation instructions from any professional user of offshore entities (including ship managers, manning agents, ship owners, etc., as well as trust and company managers, lawyers, accountants, investment companies, etc.). In general, The LISCR Trust Company, as Registered Agent, is precluded by due diligence requirements from accepting instructions from individuals not engaged professionally in company management or acting as a professional advisor.

To facilitate same-day formation, The LISCR Trust Company usually executes the Certificate of Formation for filing with the Registry. It is also possible for a Certificate of Formation to be prepared, signed, and legalized by the person requesting the formation. The document is then filed by the Trust Company (See separate filing instructions.)

The annual cost of maintaining a Liberian LLC is $450, which includes the annual registration tax to the Government of Liberia of $150 and the Registered Agent’s annual fee of $300. Annual fees are due on the anniversary of formation and are invoiced to the Billing Address (also referred to as the ‘Address of Record’) in respect of the LLC, as supplied at the time of formation. The Billing Address can be changed subsequently by a written request to The LISCR Trust Company from the existing Billing Address.

The Liberian Business Corporation Act does not require information about members or managers of an LLC to be filed in the public registry, either initially or periodically. However, a voluntary filing of details of members or managers is permitted, as well as filing of the operating agreement or resolutions of members or managers (e.g., to disclose membership proportions, assignments, signatory powers, etc.) where this is required by the LLC, for example to facilitate the opening of bank accounts.

Formation instructions are attached.

Rev. 4/11 FORMATION INSTRUCTIONS Instructions to the LISCR Trust Company to form a new Liberian Limited Liability Company (LLC)

Please complete the form and submit by email to: [email protected] or [email protected]

DETAILS OF ORGANIZATION REQUESTING FORMATION: The requesting organization is responsible for payment of the incorporation fee and in the records of The LISCR Trust Company will also remain as the Billing Address (Address of Record) for the LLC to which all future annual invoices will be mailed.

Name of requesting Law Firm /Company:

Principal Business of Firm:

Street address (not a PO Box):

Zip/Post code:

Country: + Phone Number, (including Country Code): + Fax Number:

Email Address:

Contact Name in Firm: + Contact’s Direct Telephone Number:

Contact’s Direct Email Address:

The Billing Address (Address of Record) is:  Regarded as confidential and is retained exclusively in the records of The LISCR Trust Company, as Registered Agent;  Not available to any third party;  Used for mailing annual invoices, legal notices and other correspondence from the Registered Agent;  The only person from whom the Registered Agent usually accepts instructions in respect of the Corporation;  The address to which Service of Process will be sent, if any is received by the Registered Agent on behalf of the LLC

If at any time after incorporation the Billing Address needs to be changed, the instruction to the registered Agent to make the change must come from the existing Billing Address.

Rev. 6/11 To enable The LISCR Trust Company to prepare and file the Certificate of Formation of a Limited Liability Company (LLC), the following information is required:

1. NAME OF LLC Please provide two proposed names; the second will be used if the first is not available. (The suffix will always be “LLC”)

First Choice of Name: [Name and suffix] Second Choice of Name: [Name and suffix]

2. DATE ON WHICH THE FORMATION IS EFFECTIVE The effective date of formation of an LLC can be the date of filing of the Certificate of Formation or a later date specified in the Certificate.

Select one of the boxes below (x one of the boxes)

Date on which the Certificate of Formation is filed, or A date later than the filing date: Specify date: [Day] [Month], [Year]

3. LATEST DATE ON WHICH THE LLC IS TO BE DISSOLVED An LLC may be of indefinite duration. HOWEVER, an LLC may have a specific date of dissolution specified in the Certificate of Formation:

Select one of the categories below (x one of the boxes)

Indefinite Duration Fixed Duration Specify latest date by which the LLC is to be dissolved: [Day] [Month], [Year]

Complete Section 4 only if you require additional information to be included in the Certificate of Formation or the members or manager(s) to be named in the Certificate of Formation.

4. SPECIAL INSTRUCTIONS – ADDITIONS TO CERTIFICATE OF FORMATION The Certificate of Formation of an LLC may contain additional information, for example details of members, managers, terms of the limited liability company agreement, etc. Including any additional information is optional.

Select variations to the standard documents: (x the box)

(i) Additional Information: (Text is subject to approval by Registrar. Please supply text of Additional Information as a ‘Word’ document.)

(ii) Name of member(s) to be included in the Certificate: (Complete all the details for each member.)

Rev. 6/11 Family name of Member 1] [Given names of Member 1] [Full postal address of Member 1]

Family name of Member 2] [Given names of Member 2] [Full postal address of Member 2]

Family name of Member 3] [Given names of Member 3] [Full postal address of Member 3]

(iii) Name of manager(s) to be included in the Certificate: (Complete all the details for each manager.)

Family name of Manager1] [Given names of Manager 1] [Full postal address of Manager1]

Family name of Manager 2] [Given names of Manager 2] [Full postal address of Manager 2]

Family name of Manager 3] [Given names of Manager 3] [Full postal address of Manager 3]

5. APOSTILLE Do you require the Certificate of Formation to have an Apostille attached? (There is no charge for this service, but it must be requested at the time of formation.) If you require an Apostille, x the box:

6. DOCUMENT DELIVERY INSTRUCTIONS The Certificate of Formation and associated documents can be collected from the LISCR office in Hong Kong, Piraeus, Vienna, Virginia and Zürich, or can be sent by courier.

Specify Delivery method: (x only one box) To be collected from: To be sent by courier from: LISCR Hong Kong LISCR Hong Kong LISCR Tokyo LISCR Tokyo LISCR Piraeus LISCR Vienna LISCR Hamburg LISCR Hamburg LISCR Zürich LISCR Zürich

Submit the completed form by email or fax to one of the LISCR offices listed below: Hong Kong: Tokyo: Vienna, Virginia: Zürich: Hamburg: [email protected] [email protected] [email protected] [email protected] [email protected]

+852 2810 0023 +81 3 5419 7002 + 1 703 251 2489 + 41 44 250 8655 +49 40 3500 4670

Thank you for your order. You will receive confirmation of incorporation date by email or fax

Rev. 6/11