Companies in Lesotho are governed by the Companies Act, 2011 and the Companies Regulations 2012. Company incorporations are processed through the One-Stop Business Facilitation Centre (OBFC) as a facility of the Ministry of Trade & Industry Cooperatives and Marketing.
The following companies can be registered in Lesotho:
- Non-profit companies;
- Private companies; and
- Public companies;
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, furthermore the name must not be similar to a company name registered in Lesotho, or 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. The agent must complete and sign certain documents for lodgment at the Ministry of Trade and Industry.
When filing the incorporation documents, the agent is obliged to attach supporting documents which are:
- 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 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 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) 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 company will also be given a certificate of incorporation, which sets out the particulars of the company in accordance with Schedule 6, the name of the company, activities it may engage in, the authorised share capital, number of shares and the nominal value of the share, shares subscribed and the limited liability of the member or members of the company.
The Registrar reserve the right to reject the application and request the agent to make amendments on the application, thereafter resubmit the application.
Although the OBFC stipulates that the process of registering a company can be completed within 3 to 5 working days, previous experience has shown that 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 foreign translated documents must be accompanied by a notary public.
Company registrations can be a time-consuming and complicated process. Mayet & Associates are available to assist you in incorporating your company to make the process as seamless and affordable as possible. Our team also assist with change in shareholders, directors, the filing of annual returns.