Registration of Companies in Lesotho

Companies in Lesotho are governed by the relevant Lesotho Law namely the Companies Act of 2011 and the Companies Regulations 2012. The registration of companies are processed through the One-Stop Business Facilitation Centre (OBFC) as a facility of the Ministry of Trade & Industry Cooperatives and Marketing. 

The types of companies that can be incorporated under Lesotho are the following:

  • Non-profit companies; 
  • private companies;  and 
  • public companies; 

 

The procedure for the incorporation of companies in Lesotho has a minimum of formal requirements. The first step to incorporating a company is to choose a name. When choosing a name one should have the following in mind:

  • The chosen name for a company need not be confusing, distorted or offensive;
  • The name must not be similar to a company name registered in Lesotho; or
  • The name must not be an eminent trade name or trademark unless one has consent from the holder of a trademark.

 

According to the Regulations names of a company must not be included Government, state and/or dominion; empire and/or crown; commonwealth; royal and/or imperial; African Union and/or United Nations; word or words which suggest that the company enjoys patronage of government of Lesotho and institutions, or organization stated above and an international institution.

Once the name has been reserved and approved, it is valid for 30 days. Our team will assist with the necessary documentation and official fees for lodgement at the OBFC.

When filing the incorporation documents certain supporting documents must be submitted including:

  • Certified, from the source copies of directors and shareholders identification documents,
  • If a company is a shareholder a certificate of incorporation;
  • Original apostle certificate if copies are certified outside Lesotho and South Africa.

 

If the Registrar of Companies is satisfied that the requirements for incorporation are met and the purposes for which the agent wishes to incorporate their company are ‘lawful’, the company is incorporated, and a certificate of incorporation will be issued. The certificate states that the company has been incorporated, provides its name and the company number, and the date of incorporation. Section 7(2) of the Companies Act declares that the certificate is conclusive evidence that the requirements of the Act regarding incorporation have been complied with and that the company is duly incorporated under the Act. The effect of the incorporation is that the company legally exists in Lesotho.

The certificate of incorporation also sets out the activities that the company may engage in, the authorised share capital, number of shares, the nominal value of the share, shares subscribed and the limited liability of the member or members of the company.

The Registrar of Companies reserves the right to reject the application and request that amendments are to be made on the application.

Although the OBFC stipulates that the process of registering a company can be completed within 3 to 5 working days, from our experience, the process may take up to a month. Also, the regulations as stipulated on the OBFC’S working site are frequently changed without notice to user. The most recent requirement being the certification of foreign documents, whereby foreign documents must be certified from the country of origin and be accompanied by the Apostille and further requirement of foreign translated documents being accompanied by a notary public.

Our corporate commercial team has assisted clients with lodging applications the registration of companies in Lesotho.  We have a dedicated staff compliment with vast experience in the permit sphere. Please contact us if you need legal advice or assistance with work permit application.