Businesses operating in Lesotho should take careful note of a recent public notice issued by the Ministry of Trade, Industry and Business Development through the Office of the Registrar of Companies. The notice warns that companies which have failed to comply with their statutory obligations may soon be removed from the official companies register.
This announcement reflects a renewed regulatory focus on ensuring that companies operating in Lesotho comply with the requirements of the Companies Act. For directors, shareholders and business owners, the notice serves as an important reminder that corporate compliance is not optional and failure to meet filing obligations can result in the company being deregistered.
Legal Basis for the Strike-Off Process
The notice indicates that the Registrar of Companies intends to exercise the powers granted under section 87(5) of the Companies Act. This provision empowers the Registrar to remove a company from the register where it has failed to comply with the requirements of the Act.
In practice, companies often face the risk of being struck off where they have failed to:
- file annual returns
- update company records with the Registrar
- maintain accurate information regarding directors or shareholders
- respond to compliance notices issued by the Registrar
Where a company remains non-compliant for an extended period, the Registrar may initiate the process to strike the company from the register.
Publication of Non-Compliant Companies
According to the Public Notice, the names of companies that are non-compliant and at risk of deregistration will be published in upcoming editions of The Post newspaper.
Businesses are therefore encouraged to monitor these publications carefully. If a company appears on the list, its directors or authorised representatives should immediately approach the Registrar of Companies to address the outstanding compliance issues and prevent the company from being removed from the register.
Prompt action is essential, as failure to respond may result in the company being formally deregistered.
Consequences of Being Struck Off the Register
Deregistration has serious legal implications for a company and its directors.
Once a company has been struck off the register:
- the company ceases to legally exist
- it may no longer conduct business
- contracts entered into thereafter may be legally invalid
- directors who knowingly continue operating the business may face fines or imprisonment
Operating a business after deregistration is therefore unlawful and exposes directors to potential liability.
In addition, companies that are struck off may encounter significant practical difficulties, including the loss of banking relationships, regulatory approvals, and the ability to enforce contractual rights.
Steps Companies Should Take
Businesses should act proactively to ensure that their companies remain compliant with the requirements of the Companies Act. This includes:
- confirming that all annual returns have been filed
- ensuring company records held by the Registrar are accurate and up to date
- updating details of directors and shareholders where necessary
- addressing any outstanding compliance issues with the Registrar
Companies that have been dormant or that have not maintained their statutory filings should urgently regularise their status.
Legal Assistance with Corporate Compliance
Businesses that are uncertain about their compliance status or whether their company may be at risk of being struck off should seek professional assistance without delay. Mayet & Associates can assist companies with reviewing their compliance status, filing outstanding annual returns, updating company records with the Registrar, and taking the necessary steps to regularise or restore a company to the register where required.
Ensuring that corporate records are properly maintained is an essential part of responsible corporate governance and helps protect the long-term viability of the business.
Strengthening Corporate Governance in Lesotho
The Registrar’s notice reflects a broader effort to maintain an accurate and reliable companies register in Lesotho. Ensuring that only compliant and active companies remain on the register supports transparency, strengthens the business environment, and promotes investor confidence.
For companies operating in Lesotho, the message is clear: maintaining compliance with corporate filing obligations is essential to ensure that the business can continue operating lawfully and without disruption.