Companies Registry

Online Companies Registry System

The online companies registry system makes interaction with the companies register easier, quicker, more transparent and user friendly. Stakeholders such as the business community, government legislators and the public can search the companies register (private, public, non profit and overseas companies) and lodge documents for registration online.Go to the Companies | Register

For existing companies, core information previously held on file with the MTICM has been migrated into the online registry system.

Clients without internet access can still continue to lodge manual lodgements for registration at the One-Stop Business Facilitation Centre.

Features of the online registry system

• Full suite of online services eg Incorporate a Company, Maintain a Company etc
• Simplified Filing Requirements eg Special Resolution is not required to be filed if it is not mandated by the legislation
• Simplified Fees eg M50 not required for every newly appointed director post incorporation
• Searching the Register is FREE
• Certificate of Incorporation and Extract of the company information is available online and is FREE

Optimum Settings and Site Settings

Your browser may be running an older version that is not supported by us. The website works best with ANY of the following browsers:

• Internet Explorer (version 8 or above )
• Mozilla Firefox (version 3.6 or above)
• Google Chrome
• Safari

Quick Links

• To advise customers regarding applications for company registration

• To reserve company names

• To examine applications for company registration

• To enter company information in the computerized

• To issue certificates of incorporation as proof of registration

• To mange a system for issuing receiving and recording annual reports

• To manage compliance with the Companies Act

• To promote activities of the companies registry

Types of Company

The Companies Act provides for the incorporation of:

• a public company, which may offer its shares to the public and may or may not be quoted on a stock exchange; and

• a private company, which may not offer its shares to the public and may not have more than 50 members.
  The members of both types of company have limited liability.

A 'non-profit company' is a public company which operates in the interests of the public or a section of the public and which prohibits the payment of a dividend to its members. A non-profit company may be excused from the requirement to have 'imited' at the end of its name.

The Act also provides for the registration of companies incorporated elsewhere as external companies operating in Lesotho.

The chosen name for a company must not be confusing, misleading or offensive.

The company name must not be similar to:

• a name registered in Lesotho, or

• any well-known trade name or trademark unless the consent is obtained from the holder of a trade mark.

It must not include the following words:

• Crown

• Government

• Empire

• Dominion

• Common Wealth

• State

• Royal

• Imperial

• African Union

• United Nations

• Word or words which suggest that the company enjoys patronage of government of Lesotho and institutions or organization stated above.

• an international institution.

Clients are encouraged to conduct a search of the companies register before submitting an application in order to see if the name you want is available. If the name is already in use, you will have to choose another name Go to the Companies | Register

What type of online services will be available?

You will be able to reserve a company name and incorporate a private, public, non profit and external company. You will also be able to maintain your company and lodge periodic filings such as the annual return

How do I lodge documents online?

Before a client is able to lodge a document online they must be:

1. A registered online user; and
2. Have been granted Authority over the company; and
3. have money in their Deposit Account (pre-paid)

This pamphlet will explain the details of the new registry system

Step One: Register as an online user
This is a quick and easy process to complete. Go to the Companies | Register and click on "Register as a New User". Simply fill in your details to register as a user including nominating your user name and password. An email confirming your registration details will be sent to you.

Once you have completed this general registration you are now ready to obtain Authority over the company.

Step Two: Obtain Authority to lodge filings on behalf of a company
The registry system must recognise that you have Authority over a specific company in order to allow you to update company information.

There are two different types of Authority:

• Directors (full rights)

• Agents (those persons authorised by the directors to act on their behalf such as law and accounting firms.

New Companies

If you are incorporating a new company online, you as the applicant will automatically be granted Authority to submit future filings.

Existing Companies

You will have to request authority from the Registrar to lodge documents online. Here are the steps to take:

1. Logon using your Username / Password
2. Search the company on the register and view its company details. Under the company name you will see a link to request authority over the company. Click on this link.
3. Complete the details
4. Submit your request to MTICM by clicking on 'Submit'
5. If your request is approved by MTICM you will receive an email informing you of this and you will then be able to maintain the company information.
6. If MTICM have additional questions about your request you will be contacted. This could include asking further questions about your identity or requesting further documentation from the company.

Once you have Authority you will also be able to grant authority to other persons in the future such as the directors of the company.

Step Three: Setting up a Deposit Account

The majority of documents lodged for registration require a fee to be paid. Client can only pay for their online lodgments using a Deposit Account. A Deposit Account is commonly called a Pre-Paid Account and enables the client to deposit money before they can use it to pay for any services. A Deposit Account is set up by MTICM Finance Team.

All clients filing documents for registration online will receive an on-screen confirmation of payment. They can also make regular deposits into their Account by visiting the Finance Office in OBFC.

Step 1: Go to the Companies Register

Step 2:Login
Enter your username / password

Step 3: Submit Application to Incorporate an Internal Company

• Click on Online Services and select the type of company
• Enter company information
• Provide the following documentation:
• Directors Consent Form for every director
• Identification Document for every Director and individual Shareholder
• Rules (if standard model rules do not apply
• List of Shareholders (Form 1A / Form 1B)
• Tax Document
• Click on Submit
• Pay fees - Prescribed fee for Application to Register an Internal Company M500 and M30 for the Name Reservation
• Your application is sent to the Lesotho Revenue Authority who will issue a tax number and is also reviewed by staff at MTICM. Once approved a Certificate of Incorporation (includes tax number) will be emailed to you confirming registration.

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.

PAPER LODGEMENT

• Submit proposed name and fee of M30
• Complete Form 1 Application to Register an Internal Company
• Complete Form, 1A / 1B (List of Shareholders)
• Complete Form 8 for every director
• Provide copy of Identification Document for every Director and individual Shareholder
• Provide Rules (if standard model rules do not apply)
• List of Shareholders (Form 1A / Form 1B)
• Prescribed fee for Application to Register an Internal Company M500
• Your application is sent to the Lesotho Revenue Authority who will issue a tax number and is also reviewed by staff at MTICM. Once approved a Certificate of Incorporation (includes tax number) will either be posted to you or available to be picked up.

Internal company

External company

ONLINE LODGEMENT

Step 1: Go to the Companies Register

Step 2: Login

Enter your username / password

Step 3: Submit Application to Register an External Company

• Click on Online Services and select Register an External Company
• Enter company information
• Provide the following documentation:
• Directors Consent Form for every director
• Identification Document for every Director and Agent (accepting service)
• Articles including translation
• Certificate of Incorporation in home jurisdiction
• Tax Document
• Click on Submit
• Pay fees - Prescribed fee for Application to Register an Internal Company M1000 and M30 for the Name Reservation
• Your application is sent to the Lesotho Revenue Authority who will issue a tax number and is also reviewed by staff at MTICM. Once approved a Certificate of Incorporation (includes tax number) will be emailed to you confirming registration.

Note: You are able to reserve the company name at the same time as you register the company. Alternatively reserve the company name separately.

PAPER LODGEMENT

• Submit proposed name and fee of M30
• Complete Form 3 Application to Register an Internal Company
• Complete Form 3A
• Complete Form 8 for every director
• Provide copy of Identification Document for every Director and Agent (accepting service)
• Provide Articles including translation
• Prescribed fee for Incorporation of an External Company M1000
• Prescribed fee for Application to Register an Internal Company M500
• Your application is sent to the Lesotho Revenue Authority who will issue a tax number and is also reviewed by staff at MTICM. Once approved a Certificate of Incorporation (includes tax number) will either be posted to you or available to be picked up..

• Complete Form3

• Complete Form 3A

• Complete Form 8

• Copy of identification documents of director/s and shareholder/s

• Power of attorney appointing the person accepting service on behalf of the company

• Constitutional documents of the company from a foreign country if not in English, the document should translated and certified by a notary public

• Submit proposed name

• Certificate of incorporation

• Prescribed fee M1000 for incorporation

• Prescribed fee for name reservation M30

POST REGISTRATION

Change of directors and other officers of the company

Before you start this process you must be a registered user of the system and have authority over the company. Refer to 'Lodging Documents for Registration online' section for more details.


ONLINE LODGEMENT

Step 1: Go to the Companies | Register

Step 2: Submit Notice of Change of Directors and other Officers

• Click on Online Services and select Companies Register
• Enter the Company Name and select from search results
• Select Officers Tab
• Click on Maintain Officer Details
• You can:
  • Appoint a new Director
  • Cease a Director
  • Change the Director's Address
  • Change the Director's Name
• Provide the following documentation:
  • Newly appointed directors: - Directors Consent form for every director, Identification Document for every Director and a copy of the Special Resolution
  • Ceasing Directors - copy of the Special Resolution
  • Change of Directors' Name - Evidence of the change of Director's Name and a copy of the Special Resolution
• Click on Submit
• Pay fees - Prescribed fee for Notice of Change of Directors and other Officers M200
• Your lodgement will be sent to staff to review. Once approved you will receive an email confirming registration.

PAPER LODGEMENT

• Complete Form 9 Notice of Change of Directors and other Officers
• Complete Form 8 for every director
• Provide copy of Identification Document for every new Director
• Prescribed fee for Notice of Change of Directors and other Officers M200
• A letter confirming registration will either be posted to you or available to be picked up.

Transfer of shares

Before you start this process you must be a registered user of the system and have authority over the company. Refer to 'Lodging Documents for Registration online' section for more details.


ONLINE LODGEMENT

Step 1: Go to the Companies | Register

Step 2: Submit Notice of Transfer of Shares

• Click on Online Services and select Companies Register
• Enter the Company Name and select from search results
• Select Shares & Shareholders Tab
• Click on Maintain Shareholders and select Transfer of Shares
• You can:
  • Appoint a new Shareholder
  • Cease a Shareholder
  • Change the Shareholder's Address
  • Change the Shareholder's Name
  • Increase or Decrease shares allocated to a shareholder
• Provide the following documentation:
  • Share Transfer Form
  • Identification Document for every new Shareholder
• Click on Submit
• Pay fees - Prescribed fee for Notice of Change of Directors and other Officers M100
• Your lodgement will be sent to staff to review. Once approved you will receive an email confirming registration.

PAPER LODGEMENT

• Complete Form 19 Notice of Transfer of Shares
• Provide copy of Identification Document for every new Shareholder
• Prescribed fee for Notice of Transfer of Shares M100
• A letter confirming registration will either be posted to you or available to be picked up.

Change of Registered Office

Before you start this process you must be a registered user of the system and have authority over the company. Refer to 'Lodging Documents for Registration online' section for more details.

ONLINE LODGEMENT

Step 1: Go to the Companies | Register

Step 2: Submit Change of Registered Office

• Click on Online Services and select Companies Register
• Enter the Company Name and select from search results
• Click on the Address Tab and select Maintain Registered Office or Company Register Address
• Select Change and enter the new registered office address and click on OK
• Provide the following documentation:
  • Newspaper Advertisements / Proof of Radio Announcement
  • Click on Submit
  • Pay fees - Prescribed fee for Change of Registered Office M100
  • Your lodgement will be sent to staff to review. Once approved you will receive an email confirming registration.
• Provide the following documentation:
  • Share Transfer Form
  • Identification Document for every new Shareholder
• Click on Submit
• Pay fees - Prescribed fee for Notice of Change of Directors and other Officers M100
• Your lodgement will be sent to staff to review. Once approved you will receive an email confirming registration.

PAPER LODGEMENT

• Complete Form 10 Change of Registered Office
• Provide Newspaper Advertisements / Proof of Radio Announcement
• Prescribed fee for Change of Registered Office M100
• A letter confirming registration will either be posted to you or available to be picked up

Annual Report

Before you start this process you must be a registered user of the system and have authority over the company. Refer to 'Lodging Documents for Registration online' section for more details.

ONLINE LODGEMENT

Step 1: Go to the Companies | Register

Step 2: Submit Annual Report

• Click on Online Services and select Companies Register
• Enter the Company Name and select from search results
• Click on Maintain Company Tab and select File Annual Report
• Review the company information and confirm it is correct
• Provide the following documentation: Accounts (audit report where applicable)
• Click on Submit
• Pay fees - Prescribed fee for Annual Report M250 and penalty fees may apply of the Annual Report is late.
• Your lodgement will be sent to staff to review. Once approved you will receive an email confirming registration.

• Complete Form 12 Annual Report
• Provide a copy of the company’s Accounts (audit report where applicable)
• Prescribed fee for Annual Report M250 and penalty fees may apply of the Annual Report is late.
• A letter confirming registration will either be posted to you or available to be picked up.

Cessation of business

Before you start this process you must be a registered user of the system and have authority over the company. Refer to 'Lodging Documents for Registration online' section for more details.

ONLINE LODGEMENT

Step 1: Go to the Companies | Register

Step 2: Submit Notice of Cessation of Business

• Click on Online Services and select Companies Register
• Enter the Company Name and select from search results
• Click on Maintain Company Tab and select Request to De-Register Company
• Provide the following documentation:
1) Newspaper Advertisements / Proof of Radio Announcements
2) Special Resolution
3) Tax Clearance Letter
4) Financial Statements
5) Special Resolution
6) Tax Clearance Letter
7) Financial Statements

• Click on Submit
• Pay fees - Prescribed fee for Notice of Cessation of Business M50
• Your lodgement will be sent to staff to review. Once approved you will receive an email confirming registration that the company has been de-registered.

• Complete Form 15 Notice of Cessation of Business
• Provide copy of Newspaper Advertisements / Proof of Radio Announcements
• Provide copy of Special Resolution
• Provide the Tax Clearance Letter
• Provide a copy of the company’s Financial Statements
• Prescribed fee for Notice of Cessation of Business M50
• A letter confirming registration and that the company has been de-registered will either be posted to you or available to be picked up.

• Complete Form 15

• Attach 3 notice of advertisement from the newspapers

• Attach official receipts from the radio station as prove of an announcement made.

• Prescribed fee M50

Re-Registration

Before you start this process you must be a registered user of the system. Refer to 'Lodging Documents for Registration online' section for more details.

ONLINE LODGEMENT

Step 1: Go to the Companies Register

Step 2: Submit Re-Registration

• Click on Online Services and select Companies Register
• Enter the Company Name and select from search results
• Click on Re-Register Company
• Complete the company information
• Provide the following documentation:
1) Identification Document for every Director and individual Shareholder
2) Original Certificate of Incorporation
3) Notice of Change of Name (if applicable)
• Click on Submit
• There is NO FEE payable.
• Your lodgement will be sent to staff to review. Once approved a Certificate of Incorporation (includes tax number and re-registration details) will be emailed to you confirming registration.

• Complete Re-Registration Form
• Provide an Identification Document for every Director and individual Shareholder
• Provide the Original Certificate of Incorporation
• Provide a Notice of Change of Name (if applicable)
• A letter confirming registration and Certificate of Incorporation will either be posted to you or available to be picked up.

Additional Information

This information will be uploaded as soon as the government gazettes that commence them are published.

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: