Picture: LISCR’s office on 5th Street Sinkor District Monrovia, where mail for the more than 40,000 companies registered to 80 Broad Street is delivered.
An investigation by Finance Uncovered has exposed a little-known offshore
business registry that has created tens of thousands of anonymous
companies and registered them to a non-existent address in Monrovia,
Liberia’s capital city.
Although
these companies are technically a creation of Liberian law, management
of the registry is based in the United States and appears to have the
support of the US government.
The
companies, which can be purchased online, offer near-total anonymity to
their clients, allowing them to hide assets without fear of being
caught by law enforcement or revenue authorities.
Among
other things, Finance Uncovered’s investigation, supported by the
Thomson Reuters Foundation and amaBhungane, discovered over half a
billion pounds of high-value London property registered to Liberian
offshore companies.
And
there have been allegations that revenues from the registry were used
to fund arms purchases during Liberia’s terrible civil war.
Liberia’s secret companies
Non-resident
corporations are a particular form of corporate entity offered by the
Liberian government to foreigners. They cannot do business in Liberia,
and anyone in the world can set up such a corporation online within 24
hours through a corporate service provider.
Registered with the ministry of foreign affairs, they have no liability to pay taxes in Liberia, and
no obligation to declare who owns them or file annual accounts.
They
can also issue “bearer shares”, a legal instrument banned in most
countries because of the ease with which they can be used for tax
evasion and money laundering.
This means that no one can find out who the owners are.
Bearer
shares are unregistered certificates of ownership which can be
physically transferred, changing ownership of a company without any
record being kept. They are companies in cash form.
This
means that no one, including tax and law enforcement authorities and
the directors of the company itself, can find out who the owners are.
It
is unclear exactly how many offshore companies Liberia has established.
The Liberian government does not publish official figures, and Liberian
officials repeatedly stonewalled requests for information, citing
“commercial confidentiality”.
The
registry is apparently a sensitive issue for the foreign ministry. The
ministry’s then-deputy minister for legal affairs, Boakai Kanneh, became
visibly enraged when we raised the issue during a brief meeting and
ordered us out of his office.
Binyah
Kesselly, former commissioner of the Liberia Maritime Authority (LMA),
which has oversight of the corporate registry, said in answer to
e-mailed questions that the number of companies registered is kept
confidential because of competition in the maritime industry.
The
Liberian International Shipping and Corporate Registry (LISCR), a
private company that manages the registry on the government’s behalf,
also cited commercial confidentiality in response to questions.
Photo: One Hyde Park. A company called Vamespark Investments Corporation owns a
22.2 million pound apartment in London’s most exclusive address
overlooking Hyde Park. (Photo by George Turner)
Outside
LISCR, the LMA, the ministry of foreign affairs and the president’s
office, few Liberians seem aware that the offshore companies registry
exists.
The
minister in charge of the Liberian domestic business registry until his
death earlier this year, deputy minister of commerce and trade services
Cyril Allen, told us in December 2015 he was unaware that Liberia had
any other system of registering companies.
Some
of the tax advisers who use the registry also seemed strangely
unwilling to discuss it. Price Waterhouse Coopers is the only member of
the “big four” accountancy firms with an office in Liberia, and is
listed as a “certified service provider” on the
LISCR’s website.
To
qualify for this programme PwC must actively promote the use of
Liberian companies. When we contacted them, the company said it would
only respond to a letter delivered to its Monrovia office.
A letter was delivered, but no reply was forthcoming.
Liberia’s
former auditor-general, John Morlu, slammed what he called secrecy
surrounding the registry and the Maritime Programme of which it forms
part.
“Many Liberians know that the Maritime Programme is lucrative, and since it
has always been the prerogative of the presidency no one dares bother to
poke into it.”
He told us in an email:
“The
Presidency has managed to conceal the corporate registry in the
infamous maritime registry with 99% of the Cabinet, 99% of the
legislature, and 99% of the Liberian people having no clue what a
corporate registry is.
“Many
Liberians know that the Maritime Programme is lucrative, and since it
has always been the prerogative of the presidency no one dares bother to
poke into it.”
Photo: Grosvenor Square. This entire building, located opposite the US Embassy
in London is owned by a Liberian company, Forty Five Holdings Limited.
(Photo by George Turner)
However,
Finance Uncovered located an OECD report from 2013 on Liberia’s tax and
transparency laws which states that 55,000 companies are registered in
that country. Most are understood to be non-resident corporations.
In
2009 the trial of former Liberian president and convicted war criminal
Charles Taylor heard that the offshore corporate registry had registered
40,000 companies.
Asked
for comment, the Liberian government claimed that the maritime
programme and the registry are not secret and that President Ellen
Johnson Sirleaf usually reports on the activities of the registry in her
annual State of the Union address.
No
mention of the registry could be found in the previous two State of the
Union addresses. We asked when Sirleaf last updated the Liberian
legislature on the programme. Her spokesperson, Jerolinmek Matthew Piah did not respond.
In search of 80 Broad Street
To receive mail, all Liberian non-resident corporations must have an address in Liberia and a registered agent.
Under
Liberian law the LISCR Trust Company, a private entity with the address
of 80 Broad Street, is the exclusive agent for all Liberian
non-resident corporations. This means that all such corporations have
the same mailing address – 80 Broad Street, Monrovia.
Broad
Street is the commercial heart of downtown Monrovia. But 80 Broad
Street does not exist, and when we visited the area none of the
businesses in the street had heard of it.
At the ministry of post and telecommunications, no one would say who was assigned to that address.
Finally, a DHL agent we interviewed found that mail for 80 Broad Street is diverted to LISCR, on 5th Street in Sinkor, a few kilometres away.
At
the LISCR offices, we were told that the managing director, Joseph
Keller, was on long-term sick leave in the US and no one had replaced
him.
Photo: The Liberian Business Registry, off Broad Street Monrovia, where
Liberian resident corporations are are registered. (Photo by George
Turner)
Asked whether anyone at LISCR’s Monrovia office could explain what happened there, we were told “no”.
LISCR’s
Monrovia office appears to be little more than a mailroom, receiving
correspondence for the thousands of companies registered there, which is
scanned into computers and e-mailed to LISCR’s US headquarters.
The US connection
Liberia’s
offshore registry would not have been possible without US patronage . A
LISCR spokesperson said the foundation of the registry “resulted from
an initiative of the United States government at the end of World War 2
to set up, in effect, an offshore ship register for the United States.”
Liberia was chosen because of the “strong historical connections between the US and Liberia”.
The Liberian shipping registry was founded in 1948 by former US secretary of state
Edward Stettinius, who persuaded the Liberian government to contract out its shipping register to a private US company.
Today
LISCR, the register’s current manager, is based in Vienna, Virginia, at
the heart of the US military-industrial complex close to Washington DC.
It has offices across the world.
The fees collected by LISCR are transferred to the Liberian government through a special account at the US Federal Reserve.
Liberian
law continues to require that LISCR is owned and managed by US
nationals. Its owner is Yoram Cohen, whose investment firm YCF Group
owns agriculture, shipping and telecommunication companies operating in
18 countries, according to its
website.
Cohen was also the
president of Cellcom, a Liberian cell phone company, before it was sold to Orange earlier this year.
Throughout the history of the registry, LISCR and its predecessor have been
staffed by retired US generals and former employees of the US coast
guard.
LISCR
itself is registered in the tax haven and secrecy jurisdiction of
Delaware in the US – prompting criticism in 2003 from the United
Nations, which said it would have preferred the company to publicly
declare its shareholders.
LISCR
said the UN has never accused it of wrongdoing and that it has always
co-operated with Security Council investigations into Liberia.
Throughout
the history of the registry, LISCR and its predecessor have been
staffed by retired US generals and former employees of the US coast
guard.
In return for hosting this outpost of financial secrecy, the Liberian government gets to keep 67% of the
net revenues
collected by LISCR on its behalf. Funds raised by the company accounted
for 75% of the government’s annual revenues during Charles Taylor’s rule, according to Taylor’s
head of maritime affairs, Benoni Urey. During the first Liberian Civil
War, revenues from the registry accounted for 90% of government revenue,
as described in UN Security Council Report on Liberia.
The
receipts are far less significant now, but there are still concerns
about where they end up. Under the Taylor administration the Bureau of
Maritime Affairs (BMA), a Liberian government agency that oversees the
work of LISCR, took 10% of the revenue from the maritime programme for
its running costs.
This
was off the government’s balance sheet, and the UN alleged that Urey
used the agency to make off-budget arms purchases during the civil war
in violation of UN sanctions.
In
a recent interview, Urey claimed that the money granted to the BMA was
used for legitimate running costs. He said his agency was audited four
times and on each occasion he was cleared of wrongdoing.
According to
news reports,
an agreement signed earlier this year between LISCR and the Liberian
government grants the Liberian Maritime Authority, which has taken over
from the BMA, 25% of revenues to meet its running costs. There appears
to be little scrutiny of where the money goes, although there is no
evidence that it is used for inappropriate expenditure.
The government refused to respond to questions about the revenues generated by the corporate registry.
‘Knuckles-gate’
In
2009, LISCR’s contract with the government came up for renewal, and the
negotiations led to a political storm known as “Knuckles-gate”.
Willis
Knuckles was President Sirleaf’s former chief of staff. In 2009, he was
chairperson of Cellcom, LISCR’s sister company, when emails emerged
purporting to show that Knuckles tried to bribe members of the
government, including Sirleaf herself, during the negotiations to extend
LISCR’s contract.
An
independent commission was set up to investigate the allegations led by
Dr Elwood Dunn, a respected academic. The Dunn Commission, whose report
can still be found on the Liberian president’s website, states that
their findings were in part based on interviews with Yoram Cohen and
other staff at LISCR and Cellcom.
The
commission’s report cleared Sirleaf of corruption but criticised
Knuckles for offering a $200 top-up card to the president’s
brother-in-Law.
The
commission found evidence of some “unclear payments” by LISCR that
should be probed further, including a $600,000 “pre-payment” referred to
in an email on a hard drive in Sirleaf’s mansion.
The report cleared Sirleaf of corruption but criticised
Knuckles for offering a $200 top-up card to the president’s
brother-in-Law
In
its response to Finance Uncovered, LISCR issued a stinging attack on
the Dunn Commission, claiming that the commission never contacted the
company in the course of its inquiries. LISCR added that the alleged
payments from it referenced on the hard drive in the president’s mansion
never took place and that the company was subsequently cleared of any
wrongdoing in a letter from the Liberian justice ministry.
Liberia blacklisted
The
offshore registry has prompted a growing number of countries to place
Liberia on tax haven blacklists, with potentially far-reaching
consequences for investment.
In
June 2015 the European Union released a consolidated list of tax havens
drawn from its member states – and Liberia was included by Bulgaria,
Greece, Croatia, Latvia, Lithuania, Poland, Portugal, Slovenia and
Spain.
Now,
the EU is threatening to create a new list compiled by the European
Commission, and may impose sanctions on states that do not meet
international tax and transparency standards.
Brazil
lists Liberia as a “privileged tax regime”. Argentina has produced a
white list of countries that are not tax havens, and Liberia is one of
the few that is not included.
Several
US states, including Montana and Oregon, have drawn up tax haven lists,
and companies in these states doing business in listed countries have
greater tax obligations. Again, Liberia features.
“Liberia does not conform to the definition of tax haven and in fact is not considered such by leading
OECD countries.”
Asked
to comment, Sirleaf’s office and LISCR emphasised that the registry
complies with international norms and standards on tax and transparency.
Said the president’s office: “Liberia does not conform to the
definition of tax haven and in fact is not considered such by leading
OECD countries such as France and the USA.” It added, “Over the past
years, the government of Liberia has … taken measures to improve upon
the transparency and management of the programme to meet all of the OECD
requirements. Liberia is in fact an OECD ‘white-listed’ jurisdiction.”
On
its website and in its statement to Finance Uncovered, LISCR echoed the
claim that Liberia is an OECD “white-listed jurisdiction”.
However, the OECD
ceased to publish a white list in 2009.
Responsibility for international coordination of policy in this area
has passed to the OECD Global Forum on Transparency and Exchange of
Information for Tax Purposes. A spokesperson confirmed that the forum
does not publish white lists.
The
forum, which has 131 members, including Liberia, conducts phased
reviews of whether governments meet agreed standards on tax and
transparency.
Last reviewed in 2012,
Liberia has yet to pass phase one. And this is because of lack of
access to ownership and accounting information from Liberian
non-resident corporations.
In
response, the government said: “There is no bad stigma attached to this
designation, as many other countries have been in the same position.
The reason for this is very simple. Liberia has not been able to compete
with the larger countries, such as in Europe, as it does not have the
infrastructure and manpower in place to assist with the implementation
of the rigorous standards required by the OECD.”
Only
eight states – Liberia, Vanuatu, Trinidad and Tobago, Nauru, Lebanon,
Micronesia, Guatemala and Kazakhstan – have failed to make it past phase
one of the OECD Global Forum. Even tiny well-known tax havens such as
the British Virgin Islands, the Cayman Islands, Mauritius and Panama
have moved to phase two.
Only Liberia, Vanuatu, Trinidad and Tobago, Nauru, Lebanon,
Micronesia, Guatemala and Kazakhstan have failed to make it past phase
one of the OECD Global Forum.
This
month, Liberia passed new legislation on corporations, after the
country was given a deadline by the OECD, which is conducting its latest
review. This reiterates companies’ obligation to keep internal
accounting and ownership records but does not oblige them to file those
records with the corporate registry.
LISCR emphasised that the provisions are similar to those of many other countries.
For the first time the law gives the Liberian authorities power to request documents from the companies themselves.
A failure to comply results in a minimum fine of $1.000, while the fine for not keeping records is capped at $5,000.
Liberian
companies also continue to be allowed to issue bearer shares, which can
make attempts to discover the ownership of companies extremely
difficult.
‘Unimaginable damage’
After
the European Union published its tax haven blacklist, officials at
LISCR’s US headquarters started to email campaign groups in Europe to
ask for help in lobbying to get Liberia removed from the list.
In
one e-mail seen by Finance Uncovered, a senior LISCR official writes:
“The harm this blacklisting will do to reputation and commercial
enterprise is unimaginable.”
It is a fear echoed by banking representatives in Liberia. In the
Liberian Observer, local banks said it was difficult for them to establish correspondent banking relations because of Liberia’s reputation as a money-laundering centre.
Asked
about the effect on a country such as Liberia of being added to a
blacklist, Melissa Dejong, a tax policy analyst for the OECD, said they
are aware of financial institutions moving out of countries that do not
comply with the Global Forum recommendations, and that blacklisting
deters investment.
“In
some cases, jurisdictions may impose rules with respect to
jurisdictions that do not meet the Global Forum standards,” Dejong said.
“For
example, a jurisdiction may impose tax consequences on their own
taxpayers who engage in transactions with a person in a jurisdiction
that does not meet the Global Forum standards, such as higher
withholding taxes, increased likelihood of audit, denial of tax
benefits, increased information reporting requirements. These create a
disincentive to investment.”
A national resource
Kesselly,
the former chief executive of the Liberian Maritime Authority, said the
characterisation of Liberia as a tax haven is a “misconception”.
Kesselly
said Liberia is not listed as a “high-risk” jurisdiction by the
Financial Action Task Force, and that diplomatic correspondence with the
EU suggests the country will be taken off the European list of tax
havens later this year.
Calling
the registry “a national resource”, he said that every nonresident
Liberian corporation must have an agent and an address in Liberia where
official documents and mail can be served, regardless of whether
anything else happens there.
In
addition, non-resident corporations pay fees to the Liberian government
on incorporation and every year thereafter, as well as when they file
documents.
“The
government views these programmes as national resources and is
committed to protecting these resources by modernising them to both meet
the needs of clients, and maintain compliant ratings from our
international peers,” Kesselly said. “This synergy ultimately benefits
the people of Liberia.”
However,
Morlu, Liberia’s former auditor-general, said the small income the
registry generates for the government – between $9-million and
$15-million in most years – does not justify the tremendous risk.
“There
are better ways to make money and since Liberia does not have the
means, the desire and the political will to create a stronger regulatory
and enforcement regime, we are better off not adding to the world’s
problem of terrorist financing, drug financing and illicit flow of funds
from other poor countries,” Morlu said in an email.
He would like to see the registry reserved only for legitimate shipping companies.
With
the OECD report due on its progress in meeting transparency standards,
and the EU threatening sanctions against countries on its blacklist,
this summer will be a key moment for Liberia.
Scrutiny
by international institutions is bound to grow in the wake of the
Panama Papers. If Liberia is once again found to be lacking, the
consequences for this fragile economy, still recovering from ebola,
could be devastating.
*A Liberian journalist assisted with this investigation, but his identity is concealed to protect his publication from reprisals.
This
story was produced by a Liberian journalist and Finance Uncovered, a
global network of investigative journalists. It was written as part of
Wealth of Nations, a pan-African media skills development programme run
by the Thomson Reuters Foundation.
The amaBhungane Centre for Investigative Journalism produced this story. Like it? Be an amaB supporter and help us do more. Know more? Send us a tip-off.
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