Since the enactment of the Business Licensing and Registration Act, 2019 many queries have arisen as to the future of certain enterprises in Lesotho. All businesses operating in Lesotho will now be required to register with the Ministry of Trade to acquire a Business Licensing Identity Document (ID) and a Business Permit for foreign enterprises.
A company is a legal entity or person and there are three types of companies that can be registered in Lesotho:
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- Private Companies
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- Public Companies
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- Non-profit making organisations
Private companies typically have one or a small number of members and they make no offer of shares to the public as they have a restricted right to transferring shares. A public company can sell its registered shares to the general public and some financial activities that are licensed by the Central Bank of Lesotho are usually mandated to register as public companies. According to the Company Regulations both types of companies can convert from either type and this all depends on the number of members, rights of transferring shares and publication of prospectus.
The relevant legislation that governs companies in the country are the Companies Act (2011), Companies Regulations (2012) and very recently the Business Licensing and Registration Act (2019) and the Business Licensing and Registration Regulations (2020).
Companies are still registered by the office of the Registrar of Companies at the OBFC or the Registrar of Businesses as referred to in the Business Licensing and Registration Act. The companies are incorporated under Companies Act No 18 of 2011 and Companies Regulations 2012. The Registrar will provide the company with standard model articles if incorporation of the Company.
In terms of the Business Licensing and Registration Act, businesses upon their registration are now issued with business identification cards and the company will still be issued with the certificate of incorporation and the business extracts.
The procedure for registering companies is outlined on the OBFC website and is only done online at this stage. When it comes to non-profit making organizations though, the prospective directors and/or officers of the organization are interviewed by the Registrar prior to their incorporation.
In light of the Business Licensing and Registration Act and the Regulations, certain business activities are reserved for indigenous Basotho and some even require approval from certain governmental sectors. Information about a company’s activities must be provided to the Registrar at all times as per the Company Regulations. This includes any change in the directors or registered office and an annual report.