Company registration in Lesotho

Lesotho is one of the African countries where the economy is focused mostly on the agricultural and industrial sectors. If you wish to establish your enterprise here, entering this jurisdiction is possible using one of the following legal options.

Major Forms of Legal and Business Presence

If you intend to buy a company in Lesotho or create a new one, these registration forms are most common for this purpose:

• Private Company – a business entity where members (from one to fifty) bear limited liability over the results of the company’s operation – within the funds contributed only. The equity, in this case, can be transferred by a member subject to certain conditions only and it cannot be freely offered to third parties. The conditions for transfer should be indicated in the company’s statutory documents.
• Public Company – a corporate entity that is mainly designated for large business and can involve extra financing by offering its shares to the general public. Such shares can be freely transferred and offered to third parties.

Registration Requirements and Steps

If you intend to incorporate a company in Lesotho, passing the following registration steps is necessary:

1. Determining business objectives you wish to realize through a local entity.
2. Choosing, checking, and reserving a business name for a future entity.
3. Collecting details about the entity's founders, beneficiaries, and officials.
4. Arranging a registered business address for an enterprise.
5. Drafting statutory and registration documents for an enterprise.
6. Lodging the required package of documents to the registrar.
7. Registration for tax and social security purposes.
8. Opening a corporate bank account.
9. Applying for and getting extra licenses and permits that may be necessary for specific regulated types of activities.

Legal and Regulatory Framework

The local legal system combines features of British common law, Roman-Dutch law, and local unwritten customs. Generally, it is not problematic to enter this country as an investor but taking into account lots of local legal formalities is required. The Companies Act is the principal legal act in the area of doing business. Major state authorities foreign businessmen may deal with while starting and doing business locally are the One-Stop Business Facilitation Center, the Lesotho Revenue Authority, and the Central Bank of Lesotho.

Tax System of Lesotho

If you wish to form a company in Lesotho, the following tax highlights should be also taken into consideration:

• Corporate income tax rates – (i) general – 25% (ii) for commercial farming and manufacturing enterprises – 10%;
• Personal income tax rate – (i) employees – 20% (ii) sole traders – 30%;
• Value-added tax rates – (i) export and basic commodities – 0% (ii) electricity – 9% (iii) telecommunications – 12% (iv) other services and goods – 15%;
• Withholding tax rates – (i) resident contractors – 5% (ii) non-resident contractors – 10%;
• Capital gains tax – capital gains are included in general income and are taxed according to respective standard rates.

Advantages of the Jurisdiction

If you wish to create a company in Lesotho, this business endeavor may be beneficial in view of the following advantages the jurisdiction offers:

• ease of entering local markets;
• generally straightforward company registration process;
• comparatively low employment-related costs;
• simple reporting standards.