Registering an external company

What an external company is.

An external company is a foreign company — one already incorporated in another country — that opens a place of business in Lesotho. You are not creating a new Lesotho company. The foreign parent stays the legal person; Lesotho simply records its branch on the external register. Registering it means describing five things: the foreign company, its mother company, its authorized representative in Lesotho, the branch's address, and its name. This guide walks through each, exactly as the application asks.

The external company is one of the OBFC's four company types — alongside the private, public and non-profit company. Compare all types →
An external company at a glance
Legal nature A foreign branch — the company incorporated abroad is the legal person; Lesotho records its place of business Companies Act 2011, s.2 & s.11
What it is NOT Not a new Lesotho company — no local incorporation, no local share capital Companies Act 2011, s.11
Mother company Required — its identity, country of incorporation, directors, and certificate of incorporation and articles of incorporation Companies Act 2011, s.11(3)
Authorized representative At least one person resident in Lesotho, with a power of attorney, who can accept legal service Companies Act 2011, s.11(3)(f); Regs reg.7(a)
Address in Lesotho Required — a place of business and an address for service Companies Act 2011, s.11(3)(c)
When to register Within ten days of establishing the place of business Companies Act 2011, s.11(1)
The name Approved by the Registrar, displayed with its country of incorporation — no "(Pty)/Ltd" suffix Companies Act 2011, s.11(3)(e) & s.11(5)
What you receive A certificate of registration on the external register — not a certificate of incorporation Companies Act 2011, s.11(4) & s.91(1)
The one thing that makes a company "external"

An external company is a company formed under another country's law that registers a presence in Lesotho. The key difference from every other type is this: you are not creating a new company — you are registering a foreign one's branch.

For a private or public company, the application brings a Lesotho legal person into being. For an external company, the legal person already exists abroad. Lesotho does not incorporate it again; it records the company's place of business on a separate external register and issues a certificate of registration. There are no Lesotho shareholders, no Lesotho share capital, and no Lesotho articles to adopt.

Note — because the company already exists abroad, two things stand in for "owners" and "articles": the mother company details (who the foreign parent is) and the parent's certificate of incorporation and articles of incorporation, uploaded as documents. And because the company is run from abroad, Lesotho law requires an authorized representative here who can accept legal documents on its behalf. Companies Act 2011, s.11(3)(d), (f); Companies Regulations 2012, reg.7.

Why the application is organised this way

An external company already exists. So registering one is not about creating a company — it is about describing a foreign company that is real, and giving Lesotho the few things it needs to keep it on record: who the parent is, who speaks for it here, and where to find it.

It is registered on the same application as a Lesotho company, but the questions change. Where a Lesotho company is asked for shareholders, share capital and articles, an external company is asked instead for its mother company and an authorized representative. This guide follows that adapted order.

At the end, you do not receive a certificate of incorporation — the company was incorporated abroad. You receive a certificate of registration, recorded on Lesotho's external register.

01
The foreign company

An existing company, not a new one

The starting point is different from every other company type: the company is already incorporated abroad and stays the legal person. Lesotho registers its place of business — its branch — not a new entity.

You begin the same application as a Lesotho company and choose the external company type. From that point the questions adapt: instead of building a new entity from scratch, you point to one that already exists in another country, and tell Lesotho how to reach it.

The law gives you a deadline. Once the foreign company has established a place of business in Lesotho, it must register that place of business within ten days.

What registration produces
Already exists The foreign company Incorporated under another country's law. It remains the legal person — Lesotho does not incorporate it again.
+
You provide A place of business in Lesotho Plus the parent's details, an authorized representative, and an approved name.
=
Recorded on the external register A certificate of registration Not a certificate of incorporation. The branch is now on Lesotho's external register.
In short A Lesotho private or public company is born through this application. An external company is already alive — you are registering its branch so it can operate here lawfully.
02
The mother company

Who the foreign parent is

This is the legal person that actually exists. You describe the company incorporated abroad — its identity, where and how it is registered, its directors, and its founding documents.

For a Lesotho company, this part of the application would ask for shareholders and share capital. For an external company there are none in Lesotho — instead you describe the mother company, on a tab that appears only for external companies.

Screen — the mother company's details
Mother company · details
About the mother company Provide the details of the company incorporated abroad that is registering a place of business in Lesotho.
Name of the company
Registered name abroad
Legal form
e.g. GmbH, S.A., Inc.
Country of incorporation
Select country
Registration number
Number abroad
Date of incorporation
DD / MM / YYYY
Name of the register
Register in the country of incorporation
Screen — the mother company's address abroad
Mother company · address
City / Town
City abroad
Address
Full address of registered or principal office
Phone
+ code · number
Email
name@company.com
Website
www.company.com
Screen — the directors of the mother company
Mother company · directors
Directors of the mother company List all directors of the mother company as registered in the country of incorporation. The law requires their full names, nationality and residential addresses. Companies Act 2011, s.11(3)(b)
NameNationalityOccupationResidential address
First & surnameNationalityOccupationAddress abroad
+ Add a director

These are the parent's directors abroad. They are kept on the registrar's record but, unlike your Lesotho representative, they are not given a Lesotho electronic identity — they do not operate the branch.

Screen — the parent's documents
Mother company · documents
Required documents Upload certified copies of the following from the country of incorporation. If the originals are not in English or Sesotho, a translated copy certified by a notary public is also required. Companies Regulations 2012, regulation 7
Certificate of incorporationCertified copy from the country of incorporation
Required
Articles of incorporation or charterCertified copy of the parent's constitution
Required
Consent letter from the mother companyA consent letter from the mother company authorising the registration of its branch in Lesotho
Required
Translated copy of the articlesCertified by a notary public, if not in English or Sesotho
If needed
03
The authorized representative

Your person in Lesotho

Because the company is run from abroad, Lesotho law requires at least one person resident in Lesotho who can accept legal documents on the company's behalf and file changes in future. This replaces "directors".

For a Lesotho company, this part lists the directors who run it. An external company is run by its parent abroad — so instead you name an authorized representative: the person here who can be served legal documents and who can act for the company. Legally one is enough, but you may add more if several people share the responsibility.

Screen — the authorized representative
Authorized representative
About authorized representatives Lesotho law requires you to declare at least one authorized representative of the external company — the person who can accept legal documents and modifications on the company's behalf. You may add more if multiple persons share that responsibility. Each will receive a verified electronic identity to file changes online in future. Companies Act 2011, s.11(3)(f)
NameNationality / IDCapacityDocuments
First name & surnameNationality · ID / passporte.g. Branch directorID · Power of attorney
+ Add a representative
Capacity
in which the representative acts (e.g. Manager, Branch director, Country head)
Documents for each representative
Power of attorneyAppointing the representative to accept service for the company
Required
Representative's IDCertified copy of the identity document
Required
Consent to act as representativeConfirming they agree to act for the company
Required

The power of attorney is the document that legally appoints the representative to accept service. Companies Regulations 2012, reg.7(a).

Why this matters later Each representative receives a verified electronic identity. When the company later changes its address, its representative, or files its annual report, those notifications must be filed by someone the registry already knows — within the deadlines the law sets.
04
The Lesotho branch

Where to find it in Lesotho

The trigger for registering at all is establishing a place of business in Lesotho. You record that address, along with an address for service — where the company can be reached and served documents.

This is captured on the same Activity and address screen that every company type uses. For an external company it carries the local presence the law requires: the place of business, the registered office, and the address for service in Lesotho.

Screen — the branch's address in Lesotho
Activity and address · in Lesotho
The place of business in Lesotho This is the address that triggered registration in the first place — the place from which the foreign company carries on business in Lesotho. It is also where legal documents can be served. Companies Act 2011, s.11(3)(c)
District
Select district
Town
Select town
Village
Village
Street or Chief name
Street / Chief
Place of business
Is the place of business the same as the registered office? YesNo

You also confirm the address for service — the address where the company can be formally reached — which may be the place of business or the representative's address.

05
The name

The name, approved and displayed

The external company keeps the name it already has abroad. There is no "(Pty)" or "Ltd" suffix to adopt — but the Registrar must approve the name, and it must always be shown with its country of incorporation.

Unlike a Lesotho company, an external company does not take on a Lesotho suffix. The two rules that matter are different: the Registrar must approve the name for use in Lesotho, and on every document the company must display its name together with its country of incorporation — so anyone dealing with it knows it is a foreign company.

Screen — the company name
Name
Proposed name
The company's nameCheck availability
Name restrictions A name may be refused if it is not unique — for example if it is already registered or reserved, too similar to an existing name, or misleading. Names implying a connection to government or international bodies — "National", "Royal", "United Nations" — are not permitted unless formally authorised.
For an external company The Registrar must approve the name, and a notice approving it is attached to the application. The company must then display its name together with its country of incorporation on every document. Companies Act 2011, s.11(3)(e) & s.11(5)

You have described a foreign company, its parent, who speaks for it here, and where to find it. Lesotho records the branch on its external register and issues a certificate of registration — the foreign company can now operate here lawfully.

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