The Registrar of Companies registers companies at the One-stop Business Facilitation Centre (OBFC) under the Companies Act No. 18 of 2011 and the Companies Regulations 2012. The Registrar provides Standard Model Articles and Company Particulars, though companies may draft their articles. Go to the Companies | Register. Clients without internet access can continue to lodge manual lodgements for registration at the One-Stop Business Facilitation Centre.
Steps for company registration:
| Step 1: Register as a user or log on to the Companies | Register | |
| Register by providing your details and creating a username and password. You will receive a confirmation email. | |
| Step 2: Obtain Authority to lodge filings on behalf of a company | |
| The registry system must confirm your authority over a company before you can update its information. | |
| There are two different types of Authority: | Directors (full rights) |
| Agents (those persons authorised by the directors to act on their behalf) | |
| Step 3: Choose and reserve a company name | |
| Undertake a Company Search to ensure that there is no company registered with the name of your choosing. If the name is already in use, you will have to choose another name. | Note: You are able to reserve the company name at the same time as you incorporate the company. Alternatively, you can reserve the company name separately. |
| Reserve the chosen company name. | |
| Step 4: Select the type of company to register, “Create an Organisation”. | |
| The Companies Act allows incorporation of: | Public companies – may offer shares to the public, listed or unlisted. |
| Private companies – cannot offer shares publicly and are limited to 50 members. | |
| Non-profit companies – public companies serving the public interest, prohibiting dividends, and exempt from using “Limited” in their name. | |
| All types provide limited liability to members. | |
| Companies are also classified into two main categories: | Internal Company – owned 100% by local shareholders. |
| External Company – owned 100% by foreign shareholders. | |
| *Shareholders can be any form of legal entity(s) or person(s) i.e. individuals, companies, etc. |
Registration of an Internal Company
| Step 5: Submit Application to Incorporate an Internal Company | |
| Enter Online Services and select the type of company. There are three options for internal companies. | |
| Enter company information | |
| Upload and lodge the following documentation for an Internal Company: | Standard Model Articles or prepared model articles |
| Completed and signed Form 8: Directors Consent Form for every director. | |
| Completed and signed Form 1: Application to Register an Internal Company | |
| Completed and signed Form 1A or Form 1B: List of Shareholders | |
| Identification Document for every Director and individual Shareholder; certified by a public notary. | |
| Completed and signed Tax Document for all directors. | |
| Lodge all documents and click on Submit | |
| Step 6: Pay the prescribed fees for registering an Internal Company | Name Reservation: LSL 30 |
| Application to Register an Internal Company: LSL 500 | |
| Payment made via electronic funds transfer (EFT) and proof of payment submitted to OBFC: online (via email) or hand delivered. |
Registration of an External Company
| Step 5: Submit Application to Incorporate an External Company | |
| Click on Online Services and select Register an External Company | |
| Enter company information | |
| Provide the following documentation: | Completed and signed Form 3: Application to Register an Internal Company |
| Complete and signed Form 3A | |
| Completed and signed Form 8: Directors Consent Form for every director. | |
| Identification Document for every Director, individual Shareholder, and Agent (person accepting service); certified by a public notary. | |
| Power of attorney appointing the Agent (person accepting service) on behalf of the company | |
| Articles or constitutional documents of the company from a foreign country. If not in English, a notary public should translate and certify the document. | |
| Certificate of Incorporation in home jurisdiction | |
| Completed and signed Tax Document for all directors. | |
| Lodge all documents and click on Submit | |
| Step 6: Pay the prescribed fees for registering an External Company: | Name Reservation: LSL 30 |
| Application to Register an Internal Company: LSL 1,000 | |
| Payment made via electronic funds transfer (EFT) and proof of payment submitted to OBFC: online (via email) or hand-delivered. | |
| Step 7: Approval of a Company | |
| The application is jointly assessed by Revenue Services Lesotho and the OBFC. Once approved, the applicant will receive by email a Certificate of Incorporation [with the new Company’s taxpayer ID number (TIN)], a Company Incorporation Certificate and Company Extract, a Business Identification Card (Business ID), a Certificate of Business Name, and or *Trading Licence or **Manufacturing Licence. | *Trading Licence is required for negative listed business activities that require regulation and inspections, otherwise a Business ID is issued (see Acquiring a Trading Licence). **Manufacturing Licence is required for manufacturing and processing business activities that require regulation and inspections, otherwise a Business ID is issued (see Acquiring a Manufacturing Licence). Licences are not required for all business activities. Business ID is renewable every 3 years. |
| The company is now a legal entity and may commence operations. | |
| OBFC provides post-registration services for updating company registration details. | |
| Change of company name | |
| Change of directors and other officers of the company | |
| Cessation of business | |
| Transfer of shares | |
| Additional Information |
Business Licensing in Lesotho
Acquiring a Trading License:
| Businesses requiring trading licenses must keep them valid, display them visibly on premises, and renew them annually. | Trading Licence is required for negative listed business activities that require regulation and inspections. |
| Step 1: Start online application | |
| Trading Licenses are administered by the One-stop Business Facilitation Centre (OBFC) in Lesotho eLicenses portal or physically at the OBFC offices. | |
| Step 2: Upload and lodge the required documentation | |
| Required documents can be submitted in Lesotho eLicenses portal or physically at the OBFC offices. | |
| Step 3: Pay fees | |
| Fees vary with business activity and type of enterprise (sole proprietor or company) for Trading licenses | Fees are risk-based depending on business activity: MSME licence range: M500 – M50,000 Large scale licences range: M1,500 – M150,000 |
| Step 4: Obtain Trading License | |
| The applicant receives an electronic notification by email with a link to a PDF certificate right after payment. | |
| The PDF certificate must be downloaded and printed to be displayed in the business premises. |
Acquiring a Manufacturing License:
| Manufacturing licenses must be valid, displayed on premises, and renewed annually. For businesses with fewer than 50 employees, renewal is yearly; for those with over 50, the license expires on December 31st. | Manufacturing Licence is required for manufacturing and processing business activities that require regulation and inspections. |
| Step 1: Start online application | |
| The One-stop Business Facilitation Centre (OBFC) administers manufacturing licenses via the Lesotho.eLicenses portal or physically at the OBFC offices. | |
| Step 2: Upload and lodge the required documentation | |
| Required documents can be submitted through the Lesotho eLicenses portal or physically at the OBFC offices. | |
| Step 3: Pay fees | |
| Fees vary with the number of employees (size of manufacturing business) for Manufacturing licenses. | Small Scale Manufacturing: M150. Medium – Large Scale Manufacturing: M3,500. Late renewal fee: M1,000 |
| Step 4: Obtain Manufacturing License | |
| The applicant receives an electronic notification by email with a link to a PDF certificate right after payment. | |
| The PDF certificate must be downloaded and printed to be displayed in the business premises. |