How To Register A Business In Lesotho

What is a Business?

Business is the practice of making one’s living or making money by producing or buying and selling products. It is also “any activity or enterprise entered into for profit.”

How To Register A Business In Lesotho

About Companies

Companies are registered by the office of the Registrar of Companies (Registrar) at OBFC. The companies are incorporated under Companies Act No 18 of 2011 and Companies Regulations 2012. The Registrar will provide the company with Standard Model Articles and Particulars of the Company, but a company can develop its own articles.

A company is a legal person, separate from those who own or manage it. The possible benefits of operating as a company include:

  • the people who invest in the company (the members, normally shareholders) will not be personally liable for the company’s debts over and beyond what they have invested or agreed to invest but, if the business is profitable, they may be entitled to a dividend;
  • the day-to-day management can be the responsibility of directors who need not be the same people as providing the investment;
  • the company can continue indefinitely – it can survive the death of the founders of the business or be sold to new owners by simply transferring shares.

In return for these benefits, information about a company’s activities must be provided to the Registrar. This includes any change in the directors or registered office and an annual report.

Business Licensing

Licenses are issued through the ONE STOP BUSINESS FACILITATION CENTRE in Maseru as well as the local offices of the Ministry of Trade and Industry, Cooperative & Marketing. You may contact these for clarification of the above rules. A full list of these offices is shown below:

MafetengTel: 22700373
QuthingTel: 22750269
Qacha’s NekTel: 22950252
MokhotlongTel: 22920284
Botha BotheTel: 22460277
LeribeTel: 22400266
BereaTel: 22500516
Thaba-TsekaTel: 22900217 & 22900991
Mohale’s HoekTel: 22785399

For those businesses in Maseru District, Licenses are issued by following the steps detailed below:
 

1)First, find out if need a license. If you do, after the interview collect the brochure which sets out the rates and rules, other documents you need, and the license application form.MTICM002 License Application FormAnnex A1 Licensing Notes – EnglishAnnex A2 Licensing Notes – Sesotho
2)Complete the form and attach the other documents you need to have
3)Submit your application and documents to the OSS Licensing Desk. Officer will enter in your information and inform you of when you should return.
4)Return to the OBFC on the nominated day
5)Go to the Accounts Counter to pay your License Fee
6)Officer enters in the receipt details and generates your License. The License will indicate your unique License Number, validity period as well a change of information form on the back.

PROCEDURE:

Below is a detailed account of documents one has to submit to the secretariat for processing of applications for both trading and manufacturing licenses:

Requirements for Trading Licenses;
1. Certificate of incorporation, Particulars of the company, and Articles of incorporation- certified copies
2. Lease – Certified copy
3. Sub-Lease agreement
4. Health certificate of the premises to be used, this document is obtained from Maseru City Council (MCC) or Public health offices situated in rural areas – original
5. License fees (different per business type)

In respect of applications for trading licenses, these can be lodged at any time with the secretariat for onward consideration by the local licensing boards. It takes five (5) days within which the boards sit to approve or reject applications. Approved applications require clients to pay a fee(s). The fee structure for trading licenses is diverse in terms of different amounts attached to each business category/business type. The difference also depends on whether the business entity is a sole proprietor/individual or a company. Trading licenses are generated electronically for approved applications and upon payment of respective fees.

Manufacturing License (Small Scale Industry)
1)Lesotho Citizen
2)Certificate of incorporation, Particulars of the company, and Articles of incorporation- certified copies
3)Passport copies or any form of identity document recognized and approved by the government of Lesotho- certified copies
4)No fees required

Small Scale manufacturing licenses are processed and issued immediately upon lodging of applications. These business activities can operate at residential and commercial premises.

Exporting

Regardless of the value of the goods, whenever there is an export whether to Intra/Extra SACU,Individuals exporting goods valued above M5, 000.00 are required to complete the SAD500 document has to be filled at least five copies and the first two copies are submitted to Lesotho Customs at the border ,and the last two copies should be submitted to South African Revenue Services at the border, and the other copy is submitted with the goods at the destination place.

Individuals exporting goods outside of SACU are required to come into the OSS and proceed through the following steps:

1)Register as an OBFC user thus enabling you to log onto the OBFC public computers. Once registered you will receive a unique user ID and password.
2)Complete the Universal Data Form using the OBFC Export Utility, instructions on how to install and use the utility are included (Export Utility Manual)
3)Once completed, return to the OBFC and log onto to the public computer, to create a file and upload your export information.
4)Pressing “Generate” on the system will print out the Exchange Control (F178) document as well as a request for an inspection.
5)Once you have got your Exchange Control document endorsed by the Bank and the LRA Customs inspection done, return to the OBFC and complete additional fields in the system (Public interface)
6)Once all the information is entered, press “Send” and report to the Export Visa Desk at the OBFC.
7)The officer will check the application and if everything is in order, you will be issued with the export visa and all export documents on the spot.

Manufacturing Licensing

Manufacturing licenses are issued at OBFC under the Ministry of Trade and Industry Marketing and Cooperatives to enhance institutional capacity, and to promote industrial expansion by creating investor-friendly policies.

Marketing Licensing

The department of marketing controls the marketing of agricultural products in Lesotho and provides training to small and commercial farmers in the country.

The services offered by this department are:

  • Import permits for fruits, vegetables, and legumes
  • Issues agricultural traders certificate/license

Work Permits

The requirements for work permits have not changed in the period under review. Work permits were being issued only to those in the Textile Manufacturing sector however after extensive consultations with the Ministry of Labour and Employment work permits are currently issued to the entire manufacturing sector at the OBFC. All other sectors are serviced from the office of the Labour Commissioner which has now closed to the OBFC. It is currently situated on the Floor of Block D Development House.

Requirements for a work permit – First application

  • Covering letter from the company
  • A completed first application form
  • Certified passport copy that includes a visa
  • Certified educational certificates
  • Certified copy of traders license, manufacturing or another license
  • Certified copy of a company tax clearance certificate
  • Memorandum and articles of association if the applicant is a director
  • An agreement between the main contractor and sub-contractor if a sub-contractor is engaged
  • Certified copies of a registration from Lesotho Dental& Pharmacy Counsel and Lesotho Nursing Counsel (doctors, pharmacists, and nurses)
  • Copy of an advertisement for the post
  • Names and terms of reference of the local counterpart
  • Organizational structure and detailed training program

Renewal of work permit

  • Expiring work permit card
  • Company’s letter stating why the permit should be renewed and why the counterpart cannot take over
  • Completed renewal form
  • Certified passport copies including residence permit
  • Certified copies of trader’s, manufacturing, or other license
  • Certified copies by LRA of company and individual income tax certificate
  • Certified copies of a registration from Lesotho Dental& Pharmacy Counsel and Lesotho Nursing Counsel (doctors, pharmacists, and nurses)

Fees payable

  • First application M750.00
  • Renewal application M1000.00
  • Issuance of card M70
  • Replacement of lost, defaced, or destroyed work permit M100.00

Residence Permits

Requirements for residence permits (all copies have to be certified).

1.  Investors
Certified copy of work permit certified copy of traders license certified copy of tax clearance application letter and completed application form to passport size photos (identical) – for new applicants only passport copyPolice clearance certificate from the country of origin (less than six months old) – police clearance from Lesotho for residence permit renewal medical certificate
2.  Employees
Letter from the applicant and completed application form letter from employer certified copy of personal tax clearance certified copy of company’s tax clearance certified copies of educational certificates copy of the contract of employment to passport size photos (identical) – for new applicants only police clearance from the country of origin (less than six months old) – police clearance from Lesotho for residence permit renewal medical certificate
3.  Fees payable
New applicant – M3500.00Residence permit renewal – M2000.00Late residence permit renewal per week or part thereof – M200.00Replacement of residence permit – M5000.00

Applicants are required to bring the same documents for residence permit renewal.

Tax Registration

The information provided to the Registrar for the incorporation of a company will be shared with the Lesotho Revenue Authority in order that the company can automatically be registered as a taxpayer. Confirmation of the tax registration will be provided with the incorporation certificate.

As and when the company takes on employees, it will still be necessary for them to be registered separately for PAYE purposes.