Beneficial ownership

Beneficial owners, the people behind the company.

The beneficial owners are the natural persons who really own or control your company. The simplest case is someone who directly owns more than 10% of it. The law also names people who control the company indirectly, through another person or another company. Lesotho law asks every company to register these people.

This leaflet applies to every company incorporated in Lesotho. It explains who counts as a beneficial owner, and what you must record about them. Compare the company types →
Beneficial owners at a glance
Who counts A natural person who ultimately owns or controls the company Beneficial Ownership Regulations 2024, reg. 2
The four conditions Owns more than 10% of shares or votes · can appoint or remove most directors · exercises influence or authority · has ultimate control Beneficial Ownership Regulations 2024, reg. 3
One condition is enough Meeting any one of the four is enough Beneficial Ownership Regulations 2024, reg. 3
What you record Name, address, nationality, date of birth, the date they became an owner, and how they control the company · plus a proof of address Beneficial Ownership Regulations 2024, reg. 6(1)
When Within 7 days of recording a beneficial owner, your company files the record with the Registrar Beneficial Ownership Regulations 2024, reg. 7(1)
Why it matters So the registry always knows who really owns and controls each company Beneficial Ownership Regulations 2024, reg. 5; reg. 13
01
The concept

Who is a beneficial owner

Until now, a company's register just showed its shareholders. The beneficial owners are the natural persons who really own or control the company. They must now be registered too. A person is a beneficial owner if they meet any one of four conditions.

The four conditions
The 10% line
Owns more than 10%
More than 10% of the shares or the voting rights, held directly, or indirectly through another company (reg. 3(a)(i)).
Appointing power
Controls the board
The right to appoint or remove most of the directors or officers, or their approval is needed before anyone else can be (reg. 3(a)(ii)).
Real influence
Exercises influence
The right to exercise, or does exercise, influence, power or authority over the company, even without a formal title (reg. 3(a)(iii)).
The last word
Ultimate control
Has ultimate effective control, exercised through a chain of ownership, or by any means other than direct control (reg. 3(a)(iv)).
Five ways to be a beneficial owner

The four conditions fall into five ways.

Direct control (individual shareholders with more than 10%)
1
An individual shareholder who holds more than 10% of the shares or votes in their own name.
Indirect control (through a shareholder or a director)
2
Through a nominee individual shareholder: they hold the shares for the real owner. The form asks each one; one person or several.
3
By owning or controlling a company that holds the shares. The form asks who owns or controls each company shareholder.
4
Through a nominee director: the director acts for the real owner.
Control in any other way
5
Any other person who controls the company without holding shares and without anyone from the ways above acting for them: influence, the power to appoint or remove the board, ultimate control.
02
The register

What you record for each person

Once you know who your beneficial owners are, the law is exact about what you must record for each one.

The register held by your company keeps the same core details for every beneficial owner (reg. 6(1)).

What the register records for each person
  • Full name and surname
  • Service address and residential address
  • Nationality, citizenship and country of birth, and the district where they usually live
  • Date of birth
  • The date they became a beneficial owner of the company
  • The nature and extent of their control or ownership
  • A proof of address

The company also keeps a certified copy of each beneficial owner's identity document. For documents from outside Lesotho, an apostille or an equivalent authentication certificate must go with it (reg. 5(6)).

03
A special case

Public entities

Sometimes the ultimate owner is not a person at all, but a government or an international body. The law asks for that too.

If a government, a government department, or an international organisation ultimately controls the company, or holds a beneficial interest in it, you declare that too (reg. 6(2)).

What is recorded for a public entity owner
  • Its name
  • Its principal office and jurisdiction
  • Its legal form, and the law that governs it
  • The date it acquired control or beneficial interest
  • The nature and extent of its control
04
In the form

How you declare it

You do not fill in beneficial ownership separately from registering your company. It is part of the same process.

You fill in the beneficial owners as you register. The Shareholders section asks who each shareholder holds the shares for. The Directors section asks who each director acts for. The Beneficial owners section then shows everyone declared, and you add anyone still missing.

These are the sections you'll find in the form:
Names Company Shareholders Directors Beneficial owners Articles of association

You answer in Shareholders and in Directors. You see the result in Beneficial owners.

In Shareholders

An individual shareholder is asked whether they hold the shares or voting rights for themselves, or for someone else. A company shareholder is asked who owns or controls it.

Screen · an individual shareholder, and the nominee question
Shareholders
Who is the shareholder?
A natural personA legal person
Full name
Thabo Mokoena
National ID
234567891
Nationality
Mosotho
Shares owned
25%
Does this shareholder hold the shares or voting rights for themselves, or for someone else?
For themselvesFor someone else
A shareholder may hold shares or voting rights on behalf of someone else, as a nominee. If so, the person they act for is the real owner, and the law records them.
The persons they act for
First nameSurnameNational ID numberDate they became an ownerExtent of control
LineoMofolo45678912328-07-202650%
PalesaSello78912345628-07-202650%
+ Add a person
One row per person A nominee can act for several people. Each one gets their own row, with their details, and each one is recorded as a beneficial owner.
Screen · a company shareholder, and the persons who own or control it
Shareholders
Who is the shareholder?
A natural personA legal person
Company name
Maluti Investments (Pty) Ltd
Registration number
CR 12345
Beneficial owners of this company Name every person who owns or controls this company shareholder.
First name
Kabelo
Surname
Nthako
Date of birth
09-11-1978
Nationality
Mosotho
Date they became an owner
28-07-2026
Certified copy of their ID
Upload
Nature of control
Owns shares or voting rights of this company shareholderCan appoint or remove most of its directors or officersExercises influence, power or authority over itHas ultimate effective control over itIs its senior managing official
Beneficial owners of this company shareholder
First nameSurnameDate they became an ownerNature of control 
KabeloNthako28-07-2026Owns shares or voting rightsEdit
+ Add another person
In Directors

Each director is asked whether they act for themselves, or for someone else. If for someone else, they name every person they act for, one row each, as in Shareholders.

Screen · a director, and the nominee question
Directors
Full name
John Roe
National ID
987654321
Nationality
Mosotho
Is the director the chairperson?
YesNo
Does this director act for themselves, or for someone else?
For themselvesFor someone else
The persons they act for
First nameSurnameNational ID numberDate they became an ownerExtent of control
RefiloeKhoro32165498728-07-202650%
+ Add a person
In Beneficial owners

The section opens with everyone you have already declared, in three boxes.

Direct control, way 1: individual shareholders who hold more than 10% in their own name.
Indirect control, ways 2 to 4: through a nominee individual shareholder, by owning or controlling a company shareholder, or through a nominee director.
Control in any other way, way 5: anyone who controls the company without holding shares and without anyone from the ways above acting for them.

The first two boxes are filled from what you have already said. Every line reads the same way: the person's name, why they are an owner, whether the control is direct or indirect, who they hold it through, and how much they hold.

The third box is where you add anyone still missing. A last box below is for a government or public body.

Screen · the Beneficial owners section
Beneficial owners
Beneficial owners are the real persons behind the company. They must be registered. We already asked for them in the shareholders and managers sections. If you declared any, their data was brought here automatically. Just add here any other natural person exercising significant control or influence over the company. If a government or public body ultimately controls the company, declare it below as well.
Direct control (individual shareholders with more than 10%)
Shareholders who own more than 10% in their own name. Filled from the Shareholders section.
Full nameWhy they are an ownerDirect or indirectThrough% held
Jane DoeOwns shares or voting rightsDirect—40
Thabo MokoenaOwns shares or voting rightsDirect—25
Indirect control (through a shareholder or a director)
People an owner acts for: a shareholder or director declared they act for them, or they own a company shareholder. Filled from the Shareholders and Directors sections.
Full nameWhy they are an ownerDirect or indirectThrough% held
Lineo MofoloOwns shares or voting rightsIndirectThabo Mokoena50
Palesa SelloOwns shares or voting rightsIndirectThabo Mokoena50
Full nameWhy they are an ownerDirect or indirectThrough% held
Kabelo NthakoOwns shares or voting rightsIndirectMaluti Investments (Pty) Ltd50
Full nameWhy they are an ownerDirect or indirectThrough% held
Refiloe KhoroExercises influence, power or authority over the companyIndirectJohn Roe50
Control in any other way
People who control the company without shares and without anyone acting for them. Add them here.
Is there any natural person exercising significant control or influence over the company who has not been declared above?
YesNo
Add beneficial owners who have not been declared
First name
Nthabiseng
Surname
Phakoe
Date of birth
17-04-1970
Nature of control
Exercises influence, power or authority over the company
Why this person is a beneficial owner without holding shares.
Date they became an owner
28-07-2026
National ID document
Upload
Proof of address
Upload
+ Add a person
Diagram of the ownership structure (if applicable)
Upload
Beneficial owners that are public entities
Does any government, public authority, or international organisation ultimately own or exercise control over the company?
YesNo

Once registered, the duty continues. Any change in who owns or controls your company must be recorded and filed with the Registrar within the same 7-day deadlines, and the record is kept for at least 10 years after someone stops being a beneficial owner (reg. 8; reg. 12(1)).

Confidential, not open to the public Beneficial ownership information is not open for anyone to browse. It is available for inspection by the Registrar and by competent authorities, and stays confidential otherwise, unless the law, a court, or the Registrar allows its release (reg. 11; reg. 14(3)).
✓

A beneficial owner is a natural person who owns or controls your company, directly or indirectly, by meeting any one of four conditions: more than 10% of the shares or votes, the power to appoint or remove most directors, real influence, or ultimate control. A government or public body can be one too. A company can have several. Every company records all of them, gives their details to the registry, and keeps that record true for as long as the company exists.

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