Frequently Asked Questions (FAQ)

Online companies register

Filing documents for registration online will save you time and are easy to use. We provide a full suite of services enabling you to incorporate a company, maintain your company details and de-register your company online. Searching the register is available 24 hours a day 7 days a week.

Q:My Company details have a spelling mistake or other discrepancies, what should I do?
Answer: It is your responsibility to ensure the details of companies you are responsible for are correct on the register. However, if you feel an error has been made by the Registry or are unable to correct your company details please contact the staff at MTICM.

Q:Do I need to register an account to perform a company search?
Answer: No registration is required.

What information is available online?
The companies register contains information on individuals and other bodies related to those entities (for example, for companies information is held about directors and shareholders).

Using the Search the register option you can search for:
• Internal companies (private, public and non-profit) and
• Externals companies registered as carrying on business in Lesotho.
From the Search Results screen select a company to view and you will see:

Company details

• The company details screen summarises a range of information about each company and is all available online for FREE.
• Any changes to a company's registered information is updated on the 'Company details' screen in real time.

Company summary

• Company number, incorporation date, company name, status, entity type, articles filed (Yes/No), annual return filing month, company addresses (registered office and address for service) and company directors.

Addresses

• Current and historical addresses for all addresses recorded for the company - registered office and postal address.

Directors

• For each director - their full legal name, residential address and date of appointment. The results also show if they are a shareholder.

Shareholdings

• Total number of shares held, the name of the each shareholder and the number of shares allocated to them. The results also show whether they are a director. Forms • All registered documents (for example, company rules and annual returns)

1. What do I need to register a company?

• Form 1

• Form 8 consent to act as the director of the company

• Certified copies of identification documents of directors, shareholders

• own articles of incorporation if not adopting the standard model articles

2. How much does it cost to register a company?

Incorporation fee is M500 for internal company and M1000 for an external company


3. Difference between a private and public company?

• Private company: can be formed by one to 50 shareholders and prohibits issue or transfer of shares to the general public

• Public company: can be formed by more than 50 shareholders and do not restrict issue or transfer of shares to the general public
   

4. Difference between an external and internal company?

An external company is private or public company incorporated outside Lesotho while an internal company is a company that is originally incorporated in Lesotho.


5. Can non Mosotho register an internal company?

A person who is not a citizen of Lesotho can incorporate an internal company if that person complies with all registration requirements.


6. Can public servant be director of a company?

A public servant while serving in government cannot be a director of the company but a public servant can be a shareholder of a company.


7. Do I need a lawyer to register a company?

Under Companies Act 2011 a person does not need a lawyer to register a company but any person is free to engage a lawyer.


8. If person is shareholder does that person have to be a director of the company?

A shareholder can be any person even an infant but a director is a person who is not disqualified under the Companies Act 2011 to act as a director.


9. If a person registers an internal company with non Mosotho is any there any legal requirements for shareholding?

The Companies Act 2011 only requires the company to notify the Registrar of Companies within 14 day after transaction of transfer of shares has taken place in the company.



Licenses:

1. How long does it take for a license to be issued?

For a retail business, a license takes 5 working days for it to be issued to the owner.
For a manufacturing business, a license takes only a day to be issued to the owner of the business.


2. When one has delayed to renew his or her license, when will he or she be penalised?

A trader’s license has to be renewed a month early before the expiry month of the license. So, if one does not renew their trader’s license a month early, he or she will be penalized for not renewing it a month early before the expiry date. The penalty fee should not exit the license fee.


3. What kind of small businesses are registered at OBFC and what kind of small businesses are registered at Ministry of Small Businesses?

The Ministry of Small Businesses does not operate in the registration of businesses but One-Stop Business Facilitation Centre does.
OBFC registers all kinds of businesses, be it small or big businesses, such as partnership, company and sole proprietor. Ministry of Small Businesses has to give out a policy that defines what kind of a business could be called a small business. So, up to this far, such a policy has not been given out which comes to a conclusion that, One Stop Business Facilitation Centre does not choose the kind of businesses it registers.


4. Which documents does the owner of a business need to have in order to be able to register a business?

• Commercial lease

• Health certificate from Maseru City Council/Public health

• Certified copy of a passport

However, there are businesses that do not need the above documents for them to operate. Such as pharmacies and filling stations. They need a clearance from the Ministries such as the Ministry of Health for the pharmacy business and Ministry of Energy for the filling station business.


5. When the owner of the business has been issued a trader’s license, which document does he or she needs to have after?

A tax clearance is needed. When one has been given a trader’s license, he/she has to go to Lesotho Revenue Authority (LRA) and apply for tax payment, that’s when he/she will get a tax clearance. OBFC needs a tax clearance in the case whereby the business owner needs to renew his/her license.


6. A construction owner and a construction employee need to have certain documents for the construction company to operate. Which are they?

Builder and Constructor document. This type of document focuses on construction related businesses only. The constructor is given a different document from the builder’s document. The builder needs to have a letter from his village chief, certified copy of passport and an academic qualification. The academic certificate confirms that he has been taught how to build therefore he qualifies for the job.
The constructor needs to have a company extract, commercial lease, certified copies of director’s passport and a health certificate.


COMPANIES FAQ

1. What is the difference between business extract and certificate of incorporation?

Business extract is a document that shows a summary of a company which includes the names of the shareholders and its officers, the location of the company and what the company does or deals with, while certificate of incorporation is a prove that the company has been registered or a legal document that indicates that the company has been registered.


2. When a company has been registered, how long does it take for the company’s owner to get all the company documents?

1 to 3 days is taken for the owner to get all the documents, the reason being that all the processes done are also combined with tax registration.


3. In a company, from which age is one allowed to become a shareholder?

There’s no limit for one to become a shareholder. However, a person under the age of 18 is considered to be young and does not have the authority yet, he or she must get consent from his or her legal guardian or parents because they will be able to sign on behalf of that minor.


4. When one has registered a company, how long does it take for it to start operating?

The operation of a company depends on the business activity chosen by the owner. If it’s a business activity that has been licensed by the department of OBFC, about 5days is taken for it to start operating, if the activity does not need pre-inspection.


5. What is required if one wants to open a new company branch in a foreign country?

Normally, each and every foreign country has its own requirements. However, in Lesotho, to open a new branch has one requirement which is, bringing the constitutional documents from your country of origin (written in English). If not written in English, there should be a translated copy of that language and certified by notary general then will be completed by the department of OBFC. Lastly, the company will be registered in Lesotho and will be called an external company.


6. What is required if one wants to change the company’s name?

When the company owner wants to change the company’s name, he or she has to first of all reserve the name that he or she would like to change the company name to and find out if that name could be approved.

Secondly, he needs to advertise in a news paper that has a wide circulation in Lesotho for at least three consecutive weeks, and also, advertise for at least three consecutive days on a radio station that has a nationwide coverage.

When the company owner has complied with all the above steps, documents that show that the company name has changed will be filed, then immediately the name is changed. The certificate of incorporation will indicate that the company name has changed to a certain name. For the name changing, one has to pay M50 fee.


7. When one of the members of the company dies or decides to not be part of the company anymore, what needs to be done by the remaining members of the company that indicates that one of the members has left, being it both the shareholder and the director?

If one is a director of a company, immediately when he dies, he is automatically terminated as a director, and then the remaining directors will have to file a resolution to terminate the deceased director and register that termination with the department of One-Stop Business Facilitation Centre.

In the case of resignation, immediately after the director has resigned, within 40 days, the remaining directors or shareholders will have to register that resignation with OBFC. Failure to do that within 40 days, penalty of 5days is charged.

If one is a shareholder, articles of incorporation are looked into, but the standard practice is that the current shareholder s have to talk with the administrator of the state to give out the name of the legitimate heir of the deceased shareholder because the legitimate heir will take over the shares. For the shares to be transferred to the legitimate heir there has to be a letter from the master of high court, a filled form (form 19) from the state’s administrator to transfer the shares of the deceased person to the legitimate heir, the resolution from the company and finally one has to pay M100 stamp duty depending on the number of shares transferred.


8. Which documents are needed to confirm that the company has been legally registered?

Business Extract and Certificate


TARIFF INVESTIGATIONS

1. As a manufacturer in Lesotho how do I benefit from an Increase in a customs duty?

An increase in the rate of customs duties is considered for the purpose of granting relief for domestic producers that may be experiencing threatening import pressures to adjust and restructure so that in the medium to long term they could become internationally competitive without any support in the form of customs duty protection.


2. As a manufacturer in Lesotho how do I benefit from a decrease in a customs duty?

A reduction or removal of duties is considered, in cases where goods, consumption goods, intermediate or capital goods are not manufactured domestically or unlikely to be manufactured domestically.


3. What are Rebates and Drawbacks of customs duty?

They are customs duty waiver linked to a customs duty which gives a manufacture/importer an opportunity to sought raw- materials/products at world competitive prices that attract duties but are not produced or insufficiently produced domestically as an industrial or agricultural input for certain critical applications, as capital item, or as an agricultural product for consumption.


4. What are the criteria for granting customs duty application? The following assessment criteria are central although each application is evaluated on its own merits and specific circumstances:

1. The domestic industry’s production capacity and potential;

2. Employment;

3. Investment;

4. Price differentials between the domestic manufactured product and the imported product

5. Market shares;

6. Import and export data;

7. Demand and supply conditions;

8. The financial state of the domestic industry, including profitability and return on investment ratios;

9. Price and cost structures; and,

10. The rate of effective protection.

The list of factors is not exhaustive, nor can one or several of these factors necessarily give decisive guidance.


5. Where can I lodge my application?

Applications are to be submitted at LNDC phase II, Ministry of Trade and Industy, One Stop Business Facilitation Center (OBFC) – Secretary Desk or; Tariff Investigations Manager – One Stop Business Facilitation Center


6. Where can I find application forms?

Apllication forms are obtainable from One Stop Business Facilitation Center:
Tariff Investigations Manager (Ms. Kekeletso Tsumane)
Senior Tariff Investigations Officer (Mrs. Nthabiseng M. Tsehlo)
Tariff Investigations Officer (Mr. Tsehla Letlotlo)


 

Company Statistics

Total Companies in Lesotho:

32, 671  (as of Mar. 2018)

Active Companies to date:

15,949  (as of Mar. 2018)

Top 10 Industries: