This Law shall govern the Status of Companies in Liberland, their Incorporation, their Legal Form and their Transfer and Dissolution._
§ 1
A Company shall be an association of Persons and Capital formed by Persons or by other Companies for the purpose of business or for another kind of undertaking.
§ 2
A Company shall have a Legal Personality separate from that of its Owner or Owners. A Company shall acquire its Legal Personality in Liberland upon its Incorporation according to this Law.
§ 3
Where the Law speaks of Persons, it shall also be interpreted to mean Companies, unless it speaks of natural Persons or unless it is otherwise clear from the text that Companies should be excluded.
§ 1
A Company shall act under the name or names under which it is registered during the Incorporation or under the names which shall later be registered for it. These shall be the Trade Names of the Company.
§ 2
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A Company shall have the obligation to identify itself by one of its Trade Names in all its dealings.
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Should the Owners decide to change a Trade Name of the Company, remove it, or to add a new Trade Name, they shall submit the new Company Name to the Registrar of Companies.
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There shall be no trade names too similar to trade names of existing companies, persons, institutions and the like and trade names shall likewise not be fraudulent, which would mean clearly in conflict with the nature or the purpose of the company or made for the purpose of a fraud.
§ 1
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One of the Trade Names of the Company shall be chosen as the primary name of the Company and it shall be known as the Company Name. A Company shall always have only one Company name.
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When issuing accounts, invoices and other documents where certainty is expected according to established business practice, a Company shall always communicate using its Company Name.
§ 2
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Each Company Name in the Register shall be unique and no Company name shall be registered twice.
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Should a foreign Company have the same Company Name as another Company registered in Liberland, it shall have to change its name for the purpose of its working in Liberland.
§ 1
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A Company shall register one address as its Registered Office. The Registered Office shall be an address where it and its Owners shall be available for personal visits and for correspondence.
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A Company shall have the option to register other addresses as its other offices and places of work besides the Registered Office. The Company will not be required to be available there for third Persons but these addresses must be either owned or hired and must be in fact used by the Company.
§ 2
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When it makes sense given the scope of activity of the Company, a Company is at the liberty to realize its availability at the Registered Office by means of electronic communications, provided that this does not diminish the quality of that availability and that the visitor shall have the full access to the company which they would have should they be able to come in person.
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The Company shall ensure that it is available at the Registered Office at times when such an availability should be expected of a Company according to established business practices.
§ 1
A Company is no natural Person and is incapable of acting on its own. The Owners shall decide amongst themselves which Person or Persons will be mandated to act on behalf of the Company. They shall then Register this Statutory Organ by the Registrar of Companies.
§ 2
When acting in the capacity of the Statutory Organ, the actions of the Statutory Organ shall have legal effects binding upon the Company.
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The Founder or the Founders acting on behalf of a future Company before the date of its incorporation shall be personally liable for their actions and entitled themselves for the benefits of these actions, unless and until the Company shall be incorporated.
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On the date of incorporation, the rights and obligations stemming from those actions shall transfer to the Company.
§ 1
Should the Statutory organ act in a way which does not conform with the mandate given to them by the Owners, the action of the Statutory organ shall still bind the Company with respect to a third Person, except when this Person had at the time of the action the knowledge that the Statutory organ had exceeded the boundaries of their mandate.
§ 2
The Owners shall retain the right to demand the restitution of any damages resulting from an act of the Statutory Organ which has overstepped the boundaries of their mandate.
§ 1
A Company shall be liable for the fulfilment of its obligations with its entire property.
§ 2
A shareholder shall be liable for the obligations of their Company by their Share and further only up to the amount of the unpaid nominal value of their Shares.
§ 1
The Company shall be composed of its Capital, which shall be the economic factors used as the means by which the Company acts. The Owners shall decide which economic factors will form the Capital of the Company.
§ 2
The minimum registered capital shall be equivalent to one USD. The Capital shall be registered in a currency, fiat or crypto, or in commodities habitually used as a currency. The Owners shall denote the currency by every mention of the Capital.
§ 3
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The Capital shall be divisible into Shares, regardless of its nature. Shares shall measure the ownership of the individual Owner.
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A Shareholder who is a natural person must be an e-Resident of Liberland or a Citizen of Liberland.
The Registrar of Companies shall be an Agency under the Ministry of Internal Affairs which shall hold records of all Companies, foreign or domestic, that may wish to register themselves or act as Companies in Liberland.
§ 1
The Registrar shall keep the following set of data about each Company:
a) the Company Name;
b) the Identification Number, a unique alphanumeric identifier given to the Company upon its Incorporation by the Registrar;
c) the truthful scope of the business of the Company;
d) the registered office of the Company;
e) the total registered Capital of the Company and the Currency in which the Capital is to be counted;
f) the total number of Shares and the value per Share;
g) the name, surname, date of birth, address and passport number of each member of the Statutory Organ;
h) the Charter or any similar document or documents which factually govern the functioning of the Company and which set up its Corporate Governance and its workings;
i) the list of Ultimate Beneficial Owners (UBOs) of the Company, their dates of birth, addresses and passport numbers;
j)
- the name, surname, date of birth, address and passport number of each Shareholder and the number of shares to their name;
- the Company Name, the registration number and the country of registration for Shareholders who are Companies and the list of their UBOs with their dates of birth, addresses and passport numbers.
k) the rights of third Persons regarding Shares;
l) the history of transfers of Shares; and
m) other types of information which shall not be mandatory to Register.
§ 2
Certain Company Data in the Registrar shall be made publicly available to Third Persons for a reasonable remuneration, the amount of which should not discourage repeated attempts to view information in the Registrar.
§ 3
The Company Data in the Registrar shall enjoy the presumption of correctness vis a vis the Public Administration and vis a vis Third Persons before the Law in Liberland.
A Company shall be responsible to actively maintain its Company Data. In the event of any change to that Data, the company shall send a Notice of Change of Company Data to the Registrar containing the new Data and any information which should replace the previous Data and the date on which it should be replaced.
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Each company which is incorporated under this Act and has not been removed, deregistered or struck off shall pay to the Registrar an annual fee prior to the 31 December of the current year.
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The Registrar shall draft and maintain a Regulation stating the current fee rate. The fee shall be based on the actual expenses of the Registrar and on its regular functioning.
§ 1
The Registrar of Companies shall build and maintain an information system for the safe processing of the Registered Data.
§ 2
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The Information System shall be built according to the best available design principles, including UX design, and methods of development. The system shall run on a sound and secure IT infrastructure.
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It shall be the choice of the IT experts of the Ministry of Internal Affairs to use in full or in part third party services or to use own infrastructure.
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If they decide to outsource the building and the maintenance of the Information System, they shall take good care that the third party in question is trustworthy.
§ 3
The Registrar of Companies shall never lose the ultimate control over the System and it shall always have the option to take that control back, contractual provisions to the contrary notwithstanding.
The Founders shall begin the Incorporation of a Company by drafting up the Charter of the Company, which shall be the founding document of the nascent Corporation. It shall define at least the following about the Company:
a) the intention that the entity described in the Charter should be a Company registered in Liberland;
b) the Company Name and its Trade Names;
c) the purpose of the future Company and the main object or objects of its actions;
d) the basic decision processes within the Company;
e) the Corporate Governance of the Company when applicable;
f) the total Registered Capital of the Company including the currency in which it is to be counted; and
g) the total number of Shares in the Company.
§ 1
The Registrar of Companies shall draft the Company Registration Form template which shall be used for the purpose of Company Registration. The Company Registration Form shall be based on the data registered in the Registrar according to this Law.
§ 2
The Founders shall fill the Company Registration Form based on the data in their Charter and on the objective reality; the data on the Form and in the Charter have to agree completely with each other or the Company will not be registered;
§ 3
The Founders shall then deliver the Company Registration Form along with
a) the Charter;
b) the Sanctions Declaration Form for the members of the Statutory organ and the UBOs of the company, where they inform Liberland as to whether to their knowledge
- they are politically exposed persons (PEPs) as understood by the modern standards of KYC;
- there are sanctions in force against them;
- they appear on an offshore leaks list;
- they have been accused of financial crimes in any country; or
- they have been convicted of financial crimes in any country.
c) certified photocopies of passports verified by a notary of good repute or by a similarly reputable institution of all the members of the Statutory organ, all the Shareholders and all the Ultimate Beneficiary Owners (UBOs) of the Company, including the Ultimate Beneficiary Owners of the shareholder companies, where applicable.
as the Attachments to the Company Registration Form.
§ 4
Where a Person interacting with the Registrar and seeking their registration by a Company is an e-resident of Liberland or a Citizen of Liberland with a valid and recently completed KYC process, all they need to identify themselves is to
a) give to the Registrar their public key, their ID number, the QR code from their identification document or their name, surname and birthdate;
b) allowing the Registrar to access this personal data for the purpose of the Registration in the register of e-residents or Citizens of Liberland.
The Registrar will then match the data in the system with the Citizenship or E-Residence information system; a successful match shall be sufficient to identify this Person.
§ 1
The Registrar shall perform a KYC (Know Your Customer) procedure on the Founders and on the Ultimate Beneficiary Owners based on the documentation delivered and on other sources of information.
§ 2
Where the Registrar should require more information from the Founders to complete the KYC procedure, the Registrar shall specify which information is missing and shall set a reasonable time limit to deliver the required information and documents.
§ 3
The Registrar of Companies shall draft a Regulation regarding the specific procedures and criteria of the required KYC procedure according to the best available standards for KYC used in comparable situations.
After the KYC procedure is completed and the data verified, the Registrar shall publish the data using its Information System. The Company shall be incorporated and shall acquire its Legal Personality by the moment of the publishing of this data.
The Legal Personality of an already existing Company incorporated in another State or States shall be recognized in Liberland, unless the recognition of a Company according to a particular legislation should be incompatible with
a) the Law;
b) the Constitution; or
c) the fulfilment of Liberland's responsibilities towards the international community.
§ 1
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A Share of a Company shall represent the proportional participation of an Owner at the Company, and it shall count as the relative weight of their Ownership when the Company is co-owned by more than one Owner.
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Shares shall be Movable Property for the purpose of Law.
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All shares of one Company shall be of equal nominal value.
§ 2
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Shares shall be always issued in money or in money-like instruments, including cryptocurrency and commodities habitually used as money.
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The nominal value of each issued share shall be an integer number.
§ 1
The Dividend
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The Shareholders shall have the right to their equal share in the Profit of the Company, henceforth 'Dividend'.
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The Company might decide to distribute profits in other forms than in the Dividend, but this shall not be done at the cost of or before the fulfilling of the obligations regarding the regular Dividend.
§ 2
Right of Participation
All Shareholders shall have the right to participate in the management of the Company, but the Shareholders shall collectively be able to decide in a democratic manner the way how this Participation shall be exercised in practice.
§ 3
Shareholder Meeting
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The ownership of a Share in a Company gives the Shareholder the right to participate in the Shareholder Meeting, the assembly of all the Shareholders which shall be the highest decision making organ in the company.
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The Shareholder Meeting shall make its own rules of proceedings, but it shall not exclude any Shareholder from its decision making unless that Shareholder decides to be excluded themselves; the Shareholder may always take this decision back.
§ 4
Voting Rights
Each shareholder shall have a right to vote at the Shareholder Meeting which shall be proportional to the number of their shares. The Shareholder Meeting can stipulate other rules for voting, including setting up the rules for supermajorities required for certain types of decision, but never to exclude certain Shareholders from the decision making.
§ 1
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There shall be no Bearer Shares or similar instruments issued nor recognized in Liberland.
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Any such instruments which might have been issued elsewhere shall be subject to Registration as Name Shares before they might go into legal effect in Liberland.
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Unregistered Bearer Shares shall be null and void.
§ 2
Tokens issued as cryptocurrency to the customers of the Company shall not be seen as Bearer Shares as long as
a) the owners of the Company register the real Shares in the Company according to the law; and
b) as long as those registered Shares are used as the real instrument to determine ownership in the Company.
§ 1
All Shares shall of Companies registered in Liberland must be registered by the Registrar of Companies in Liberland or they shall be null and void.
§ 2
Shares shall be registered by name only and no Share shall be registered without the name of the Shareholder. Every Share shall belong to only one Shareholder.
§ 3
A Share shall contain at least the following information upon the moment of its Registration:
a) the Company Name, its Registered Office and a unique Registration Number;
b) the Nominal Value of the Share and the Currency in which it is Issued;
c) the designation of the Shareholder, including their legal name, address and birth date and the Company name and the Registration Number for a Shareholder who is a Company;
d) the amount of the registered capital and the number of all Issued Shares of the company as of the Date of Issuance of the Share;
e) the designation of special rights or obligation with the share; and
f) the date of issuance of the Share.
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A Company shall be transferred by its Shares; in order to fully Transfer a Company, the current Owners have to transfer all their Shares to a new Owner or Owners.
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Shares can be likewise transferred on a by-share basis; both Transfers shall be handled in the same manner by Law in Liberland.
§ 1
A Share in a company shall always be transferable and any provision agreed to the contrary amongst the Shareholders or with another Person or in a Regulation of any kind, public or private, except for a Law or the Constitution of Liberland, shall be null and void.
§ 2
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In order to transfer a Share, the Transferer and the Transferee shall draft a Contract of Transfer. This Contract shall always have a written form and shall be signed by the transferor and transferee. This written form may include blockchain based smart contracts or similar forms.
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The Transferer and the Transferee shall then submit the Contract for Registration by the Registrar of Companies.
§ 3
A Transfer of a Share shall only gain Legal Effect at the point of its Registration by the Registrar of Companies in Liberland. A Transfer of a Share performed without this Registration shall always be null and void.
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Persons who are not yet Citizens, e-residents in Liberland or are not yet registered in the Registrar of Companies shall undergo a mandatory KYC procedure such as the one necessary for the founders upon the first Incorporation of a company, before the ownership of their Share can be registered.
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The same applies to the UBOs of a Company which should become a shareholder of a Company in Liberland.
§ 1
Transfer of shares in foreign Companies according to foreign Law shall in general be recognized as valid for the purposes of the Law in Liberland.
§ 2
Transfers of Shares performed according to Foreign legislation which should offer mechanisms less transparent than those of Liberland and where it is abundantly clear that the Transfer was performed using these mechanisms, shall be liable to be declared Null and Void for the purpose of Liberland Law by a Court.
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Before issuing new Shares or before transferring existing Shares, the Statutory organ shall offer the Shares to all the current Shareholders at such price and on such terms as those that would be offered for the transfer of Shares to the prospective buyer.
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This offer shall be communicated to all the other Shareholders and it shall stand open for a period of at least one week after the receipt of this communication by the last Shareholder.
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Should the offer not be accepted, the Shares may be offered to the third person as originally intended.
- A Company shall also keep its own internal Register of Shareholders which shall contain at least
a) sufficient personal information for third parties to be able to identify and find the Shareholders; and
b) the information as to how many Shares each Shareholder holds.
- The Register shall also contain historical data about the past Shareholders and data indicating the date upon which the Shareholders gained their Shares and the date upon which they divested themselves of their Shares.
§ 1
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The Shareholder Meeting may pass the motion to wind up the Company and to hereby voluntarily terminate it.
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Upon passing this motion, the Company shall authorize a Liquidator to carry on the business of the Company before it can be dissolved.
§ 2
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The Liquidator shall work to satisfy all the obligations of the Company to its creditors until they have been fully satisfied or until it becomes clear that there are not enough Assets to satisfy all the obligations.
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All the activities of the Company which is in the process of winding itself up shall be ultimately aimed at fulfilling this goal without unnecessary delays.
§ 3
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Should the obligations of the Company be all satisfied, the Liquidator may continue running the Company only to preserve as much of the Company's worth in Assets as possible to divide those between the Shareholders after the Winding up shall be completed and to make sure this happens without unnecessary delays.
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This division of all the remaining Assets of the Company shall be proportional to the Share of each Shareholder and shall commence upon the dissolution of the Company.
§ 4
A liquidator shall, upon completion of a winding-up, submit to the Registrar a written Statement that the winding-up and dissolution has been completed and that there are no more Assets left to the Company.
§ 5
Upon receiving the written Statement, the Registrar shall strike the Company off of the Registrar. The Company shall thereby be Dissolved and it shall no longer possess a Legal Personality separate from its Owners.
§ 1
Should
a) the obligations of a Company have more value than its assets for three or more consecutive months; and/or
b) the Company shall not be able to fulfil its obligations for a longer time, no less than six months; and
c) the Company should fail to provide a satisfactory solution despite persistent good faith attempts of its Creditors at a consensual resolution of the issue;
a Creditor of the Company may make a motion at a Court to declare the Company Bankrupt.
§ 2
- The Registrar of Companies might likewise make such a motion themselves in situations where the company:
a) no longer satisfies the requirements of this Act for the functioning of Companies;
b) no longer functions as a real Company, for example, it seems to be defunct in fact or its owners are repeatedly failing to respond to attempts at contact at their Registered Address;
c) fails to pay fees imposed by the Registrar under this Act;
d) refuses to submit to KYC procedures where required by this Act or fails to correct the issues which stemmed from those procedures;
e) acts against the Law; and/or
f) conducts business for fraudulent purposes as these are defined by Law or by the international community.
- This motion shall in no wise be the first way in which the Registrar shall try to resolve this situation. Such a motion shall instead be made only after all the other, more consensual attempts to resolve the situation will have repeatedly and persistently failed and there shall be no more realistic chance that any other such measures might succeed in the future.
§ 1
Should the motion for Bankruptcy be sustained, the Court shall declare the Company Bankrupt. The Statutory Organ shall lose their right to represent the Company and the rights of the Shareholders over the Company shall be suspended.
§ 2
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The Court shall without delay appoint a Person of well-known skill in Law and Business management, a known Person of integrity, as the Liquidator for this Company.
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While appointing the Liquidator, the Court shall consult the Creditors who shall offer their candidates, but the Court shall not be obliged to accept them and may instead choose a different Person; the rejection must be well reasoned and based on objective reasons and facts.
§ 3
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The Liquidator shall aim to satisfy the obligations of the Creditors of the Company.
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Only after all the obligations of the Creditors have been satisfied and if there are remaining Assets, these might be then divided amongst the Shareholders. This division shall be proportional to the amount of Shares held per Shareholder.
§ 4
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The Court shall agree with the Liquidator upon a reasonable remuneration for their services conforming with the market-based salary of a manager on a similar level.
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This reward shall be paid out of the Assets of the Company; the Liquidator shall pay themselves the remuneration before they pay out the Creditors.
§ 5
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Should there be insufficient Assets to pay a Liquidator and at least the two largest Creditors in full, the remaining Assets shall be auctioned out as they are and the proceeds shall be divided amongst all Creditors; the remaining debts after that shall be written off.
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In this situation, the Liquidator shall receive no remuneration.
§ 1
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Should it be found that there were enough Assets in the Company to satisfy all Creditors and to continue the normal functioning of the Company, the Liquidator or a Shareholder shall be entitled to a motion to the Court to annul the Bankruptcy.
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This shall apply to both the Winding up and the Enforced Liquidation.
§ 2
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Should the motion of the Annulment of Liquidation pass, the normal functioning of the Company shall be resumed.
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Shareholders and the Liquidator shall be entitled damages wherever the Court should find that a Creditor didn't make the original motion for Bankruptcy in good will or damages from Liberland should the motion made in bad faith to declare the Company bankrupt have originated by the Registrar.
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The Liquidator shall receive their remuneration and it will be paid by the Creditors who had not acted in good will or by Liberland if it was the Registrar who had not acted in good will; if there was no such acting not in good will, then the remuneration will be paid by the Company.
§ 1
After the Liquidator has completed their duties, they shall submit a written Report of the Liquidation to the Registrar of Companies confirming that all the Assets have been used to pay out the Creditors or that some were divided. The Report shall contain the truthful confirmation that no Assets are left to the company.
§ 2
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Upon receipt of the report, the Registrar shall examine it for possible inconsistencies, which would be factual or formal problems with the report, with the facts presented therein or any other issues regarding the Liquidation.
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the Registrar shall
a) Return the Report to the Liquidator for corrections should inconsistencies be found therein. Should this repeat more than once per Liquidation, the Liquidator's remuneration will be lowered by an administrative fee; or
b) if there are no inconsistencies found, write the Company off of the Register.
§ 3
Upon being written off, the Company shall be Dissolved and shall no longer possess Legal Personality separate from its Owners.
§ 1
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A Charitable Organization shall be a legal person, domestic or foreign, the main or the only purpose of which shall be to serve as a charity, mutual aid or conservation organization.
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A Charitable Organization shall use its own profits to fund and expand its own operation only. It shall not distribute its profits amongst its Shareholders.
§ 2
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Upon Registration of a Charitable Organization, the Founders shall present to the Registrar sufficient documentation to prove that their organization fulfills the requirements of this Section.
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The Charitable Organization shall keep those records in its own administration, continuously maintaining it and ensuring that the requirements are always met.
§ 1
In order to present itself as a charitable organization, or in a way similar to this appellation, the organization needs to fulfill the following criteria:
a) at least one-third of its total support must come from donations from the public, that is, individuals, charitable entities, corporations, or government and membership dues; or
b) a public support from individuals, organizations, or government must equal at least ten (10%) percent of total support; and
c) it must show by facts and circumstances that it operates as a public charity in fact:
- serving those in need; and
- making its services available to the general public.
§ 2
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Besides presenting itself as a Charitable Organization and not as a Company, the rules for establishing, dissolving and running a charitable organization shall be the same as those for a Company.
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The rest of this Section represents the exceptions from this similarity with Companies. Those exceptions are voluntary, and nothing prevents a Charitable Organization to operate fully in the regime of Companies, as long as it fulfills the criteria for a Charitable Organization provided by this section.
§ 1
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A Charitable Organization does not need to have Shares or Shareholders, if the Founders decide so at the time of its incorporation. In that case, all its Capital shall be seen as intended for the benefit of those served by the operation of the Charitable Organization.
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The Capital of this organization still needs to be registered; it will not be divided into Shares, but it will be registered as a whole.
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The provisions of this Law regarding Shares, Shareholders, registration of Shares, Shareholder register, etc. do not apply for such an organization.
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Where money would be distributed amongst Shareholders of a regular Company, such as during liquidation or by means of a dividend, in this kind of Charitable Organization, the money will instead be distributed to the intended recipients or purpose, in accordance with the role of the organization.
§ 2
A Charitable Organization without Shares or Shareholders shall have as its highest organ the Directorate, which shall be the meeting of all the members of its Statutory organ.
§ 3
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A Charitable Organization does not need to have UBOs, as the beneficiaries of its operations are those in need or members of the general public, and not the owners.
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In that case, the members of the Statutory organ and the persons who have in fact the power to influence the operation of the Charitable Organization will register in place of the UBOs.
Organizations which should not have legal personality and whose operator(s) should want to name them as charities shall likewise ensure that their purpose shall be to provide help or raise money for those in need and to benefit the general public.
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Organizations presenting themselves as Charities to others which should not fulfill the requirements according to this Section shall be considered fraudulent.
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Where such organizations should have benefited from the special provisions of this Section, they shall be required without unnecessary delay to restructure themselves according to the general provisions of this Law regarding Companies.
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Where the Shareholders of a Company should decide to turn their Company into a Charitable Organization, they shall inform the Registrar of this decision and declare the purpose of the organization.
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They shall also present the documents and the information sufficient to prove that the organization fulfills all the requirements of this Section.
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All Companies that were registered before this Act shall gain Legal Force shall be Companies Incorporated according to this Act.
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If there is Documentation missing or if the KYC procedures have not been done, or have not been done fully at the time this Act gains Legal Force, the Registrar shall contact those companies and shall ask them for the required documentation or information.
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Companies which should fail to comply upon repeated queries from the Registrar shall be Dissolved.
This act shall gain Legal Force on … and it shall remain in force in perpetuity or until its legal effects should be terminated or until it should be replaced by another Law governing the same or similar subject matter.