Lesotho's Companies Act 2011 lets you register a business as one of four company types. The three Lesotho types — private, public and non-profit — share a backbone: a separate legal person, no minimum capital, an annual report. An external company is the exception — it registers a foreign company's branch. The clearest dividing line is the last row: only the non-profit company cannot pay profit to its owners. Each column links to its full leaflet. A company is not your only option: if you are choosing between this and working on your own, compare sole proprietor or company, or read the sole proprietor guide.
How they compare |
Private company Owned by shareholders · "(Pty) Ltd" Read the leaflet → | Public company May offer shares to the public · "Ltd" Read the leaflet → | Non-profit company Public-benefit purpose · no shares Read the leaflet → | External company A foreign company's branch Read the leaflet → |
|---|---|---|---|---|
| What makes it this type | Members capped at 1–50, share transfer restricted, and no offer to the public. | Any company that is not private — no cap on shareholders, transfers not restricted, and it may offer shares to the public. | A public-benefit purpose; whatever it earns is applied to that purpose, never paid to members. | A foreign company, already incorporated abroad, registering a branch (place of business) in Lesotho. |
| Owners | Shareholders. | Shareholders. | Members — there are no shares; their say comes from membership. | The foreign parent's shareholders, abroad — no Lesotho owners. |
| Liability | Limited — to any amount unpaid on their shares. | Limited — to any amount unpaid on their shares. | Limited — to the amount each member has contributed and pledged. | Carried by the foreign parent — no local liability subscribed. |
| Capital & shares | No minimum capital; capital is held as shares. | No minimum capital; capital is held as shares. | No minimum capital; no shares — members' contributions stand in their place. | No Lesotho share capital — the parent's capital is held abroad. |
| Minimum directors | 1 — a sole shareholder is also deemed a director. | 2. | 2. | None locally — at least one authorized representative resident in Lesotho. |
| Name | Ends with "(Pty) Ltd". | Ends with "Ltd" — without "(Pty)". | No suffix — not "Limited", "Ltd" or "(Pty)". | The parent's name + its country of incorporation — no "(Pty)/Ltd" suffix. |
| Can it distribute profit?the dividing line | Yes — dividends to shareholders. | Yes — dividends to shareholders, while the company stays solvent. | No — profits are applied to its purpose, never paid to members. | Governed abroad — not a Lesotho question. |
| Articles of incorporationthe company's rulebook | Standard articles from the OBFC, or write your own; your company particulars are system-generated. No notary. | Standard articles from the OBFC, or write your own; your company particulars are system-generated. No notary. | Standard articles from the OBFC, or write your own; your company particulars are system-generated. No notary. | No Lesotho articles — you lodge the parent's charter (notarised translation if needed). |
| What you receive | A certificate of incorporation, the signed company particulars (its articles), and a Business ID. | A certificate of incorporation, the signed company particulars (its articles), and a Business ID. | A certificate of incorporation, the signed company particulars (its articles), and a Business ID. | A certificate of registration on the external register — not incorporation — and a Business ID. |