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FORMING A LIMITED LIABILITY COMPANY (LLC) IN LIBERIA

Pursuant to Chapter 14 of the Business Corporation Act

CERTIFICATE OF FORMATION SUBMITTED FOR FILING WITH THE REGISTRAR

A Liberian Limited Liability Company (“LLC”) can be formed on the day the Certificate of Formation, executed by one or more persons is received at any of LISCR offices and filed with the Liberian Registry along with submission of a completed Know Your Client (KYC) Questionnaire.

The Trust Company will accept formation instructions from any professional user of offshore entities (including ship managers, manning agents, ship owners, 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.

The cost of formation is $750.00, which includes the first year’s annual registration fees and the annual cost of maintaining a Liberian LLC is $470. 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.

Attached is a model form of a Certificate of Formation. A Certificate of Formation shall be prepared and signed by the person requesting the formation and submitted to any LISCR office for filing with The Registry.

Please specify if the Certificate of Formation to be returned to the Corporation should have an Apostille attached to it. There is no charge for this, but it must be requested at the time of formation.

A courtesy preclearance of draft documents can be provided if you email your draft to corporate@.

Disclaimer: The Minister of Foreign Affairs, and the Registrar or the Deputy Registrar accept no responsibility the accuracy or validity of the information stated in the certificate submitted by the entity and shall have no liability to any person for the preclearance for filing, the acceptance for filing, or the filing of the Certificate.

|Note: |This outline form is a service for the purpose of adaptation to the particular needs of individual situations and should under no |

| |circumstances be used by anyone without consulting legal counsel. |

REQUIREMENTS:

o One (1) Certificate of Formation executed by any Officer or Authorized Signatory[1]

FEES:

• The filing fee is US$750.00. The fee is due at the time of filing. A courier fee may also apply.

CERTIFICATE OF FORMATION

OF

[NAME OF THE LIMITED LIABILITY COMPANY]

BUSINESS CORPORATIONACT CHAPTER 14

THE ASSOCIATIONS LAW, TITLE 5, AS AMENDED, OF THE LIBERIAN CODES OF LAWS REVISED

The undersigned, for the purpose of forming a nonresident domestic limited liability company in accordance with the provisions of the Business Corporation Act of the Republic of Liberia, does hereby execute and file in the Office of the Minister of Foreign Affairs this instrument for that purpose, as follows:

1. THE NAME of the Limited Liability Company shall be:

[FULL NAME OF THE LLC]

2. THE DATE OF FORMATION of the Limited Liability Company shall be the filing date of this Certificate of Formation with the Office of the Registrar.

3. The Limited Liability Company shall be of indefinite duration.

4. THE REGISTERED AGENT of the Limited Liability Company in Liberia is The LISCR Trust Company and the registered address of the Limited Liability Company is the office of the registered agent at 80 Broad Street, Monrovia, Liberia.

5. [You may voluntarily insert here any other matters the members determine to include in the Certificate, names of Managers and/or Members, etc. ]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation under penalty of perjury on this [Day] day of [Month], [Year] and duly acknowledges that the facts stated therein are true and that the execution of the forgoing instrument is the act and deed of the Limited Liability Company.

|Signature: | |

|Name: |[Full Name] |

|Title: |[Officer Title or Authorized Signatory] |

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[1]One officer or Authorized Person who is given the authority to sign documents for and on behalf of the LLC or a person who is otherwise designated as an agent or representative duly empowered to execute instruments for and on behalf of the LLC, shall execute the document. Where any Officer is not a natural person (i.e., is a company or other legal person), the document shall be signed by the person or persons who are the authorized signatories of that legal person.

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