Starting A Business

Companies are registered by the office of the Registrar 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 provide 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.

Licences are issued through the ONE STOP BUSINESS FACILITATION CENTRE in Maseru as well as the local offices of 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:

Tel: 22700373

Quthing Tel: 22750269
Qacha’s Nek Tel: 22950252
Mokhotlong Tel: 22920284
Botha Bothe Tel: 22460277
Leribe Tel: 22400266
Berea Tel: 22500516
Thaba-Tseka Tel: 22900217 & 22900991
Mohale’s Hoek Tel: 22785399

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

First, find out if need a license. If you do, after interview collect the brochure which sets out the rates and rules, other documents you need and the license application form.

MTICM002 License Application Form

Annex A1 Licensing Notes – English

Annex A2 Licensing Notes – Sesotho

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.

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:

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 an 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 you 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 Ministry of Trade and Industry Marketing and Cooperatives to enhance institutional capacity, and to promote industrial expantion by creating investor-friendly policies.

Marketing Licensing

The department of marketing controls marketing of agricultural products in Lesotho and provide tranning to small and commercial farmers in the contry.

The services offered by this department are:

Import permits for fruits, vegetables and legumes

Issues agricultural traders certificate/license

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 consultants 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 closer to the OBFC. It is currently situated on the Floor Block D Development House.

Requirements for work permit – First application

Covering letter from the company

A completed first application form

Certified passport copy that include a visa

Certified educational certificates

Certified copy of traders license, manufacturing or other license

Certified copy by 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 registration from Lesotho Dental& Pharmacy Counsel and Lesotho Nursing Counsel (doctors, pharmacists and nursers)

Copy of an advertisement for the post

Names and terms of reference of the local counter part

Organizational structure and detailed training programme

Renewal of work permit

Expiring work permit card

Company’s letter stating why 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 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

Two passport size photos (identical) – for new applicants only

Passport copy

Police 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 competed 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 contract of employment

Two passport size photos (identical) – for new applicants only

Police clearance from the country of origin (less that six months old) – police clearance from Lesotho for residence permit renewal

Medical certificate

3. Fees payable
New applicant – M3500.00

Residence permit renewal – M2000.00

Late residence permit renewal per week or part thereof – M200.00

Replacement of residence permit – M5000.00

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

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 necessary for them to be registered separately for PAYE purposes.

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