Companies Regulations, 2012

In these regulations, unless the context requires otherwise –

“Articles” means Articles of Incorporation or Association in a form of a document which sets out the rules regulating the internal affairs of a company;

“certified copy” means a copy of a document certified by the Registrar or a person recognised by the Registrar to have that authority;

“non-profit making company” means a company referred to under section 15(2) of the Act;

‘identification document” means a passport or national identification document, a drivers license but excludes an employee’s or a voter’s identification card;

“Lesotho Business Classification Codes” means the business activities set out in Schedule 1;

“particulars of a company” means a document which sets out the objects and details of a company as set out in Schedule 6;

“Registrar” means the Registrar of Companies or a person acting in that capacity;

“the Act” means the Companies Act 2011.

All documents prepared to be registered or to be delivered, sent or forwarded to the Registrar shall-

(a) be on a white A4 paper;

(b) be legible and clearly typewritten or printed in black ink;

(c) bear an original signature where a signature is required;

(d) have a binding margin of at least 2.7 cm pages;

(e) use Times New Roman font 12 with 1.5 spacing;

(f) be paginated; and

(g) have numbered headings or topics.

(1) An application for incorporation of a company shall be accompanied by-

(a) a power of attorney in case of an agent or a legal practitioner;

(b) a certified copy of an identification document of a subscriber and a director.

(2) An application for incorporation shall indicate the type of business activity in which the company intends to engage, in accordance with the Lesotho Business Classification Codes set out in Schedule 1.

(1) A company may develop its own articles pursuant to section 6(4) of the Act or adopt standard model articles developed by the Registrar pursuant to section 87(4) of the Act.

(2) If a company develops its own articles and they make no provision for a matter for which provision is included in the standard model articles and they do not expressly exclude that provision, the provision in the standard model articles shall apply.

(3) The standard articles developed by the Registrar pursuant to section 87(4) of the Act are as set out in Schedules 2, 3, 4, and 5.

(1) A promoter shall reserve a name with the Registrar before entering into a pre-incorporation contract on behalf of the company.

(2) A promoter shall submit to the Registrar registration documents of a company within 14 days after the reservation of a name.

(3) Failure to comply with sub-regulation (2) shall render the pre-incorporation contract null and void except where a third party suffers loss.

An application for registration of an external company shall, in addition to the documents set out in section 11 of the Act, be accompanied by -

(a) a power of attorney appointing the person accepting service on behalf of the company;

(b) a certified copy of an identification document of the person accepting service on behalf of an external company in Lesotho and the directors; and

(c) a translated copy of the memorandum and articles of association or an instrument constituting articles of incorporation of an external company certified by a notary public, if the documents are not in any of the official languages.

Upon completion of registration of a company the Registrar shall issue the company with a document setting out the particulars of the company as set out in Schedule 6.

Where a company amends its articles in accordance with the Act it shall-

(a) file a notice of amendment with the Registrar within 20 working days;

(b) attach to the notice referred to in paragraph (a) the special resolution to amend the articles and a copy of the amended provision of the articles.

Where a company incorporated before the commencement of the Act amends its memorandum of association, it shall submit an application to the Registrar in Form 5 as set out in the Act and the Registrar shall cancel the memorandum of association and issue the company with the Particulars of the Company document as set out in Schedule 6.

(1) A person who wishes to use the name or phrase prohibited in section 14(1)(e) of the Act shall apply, in writing, to the Registrar and the application shall indicate the reasons for the desire to use the prohibited name or phrase.

(2) Upon receipt of the application referred to in sub-regulation (1), the Registrar shall consider the application and respond within 7 days.

(3) Where the Registrar does not respond within 7 days as stated in sub-regulation (2), the application shall be deemed to have been unsuccessful and the applicant may appeal to the Minister.

(1) A company which has changed its name shall, within 21 working days of the change deliver the following documents to the Registrar-

(a) 3 newspaper clippings; and

(b) an official receipt from a radio station,

as proof of compliance with the Act.

(2) A company which fails to comply with section 16(4) of the Act shall be fined M5, 000 by the Registrar, if the failure continues for a period of 2 months and the Registrar may revoke its certificate of change of name.

(1) Where a company name appears on company documents, the name shall, at all times, include the company number issued by the Registrar.

(2) A company which fails to comply with sub-regulation shall be liable for a fine of M1 000 (one thousand Maloti) payable to the Registrar. (printed exactly so — without a sub-regulation number)

(1) Where a company wishes to use a logo with the company name in terms of section 17(2) of the Act, the company may register the logo in accordance with the law governing Trade Marks (logos).

(2) Where a company wishes to change its logo in terms of section 17(5) of the Act, the company –

(a) shall notify the Registrar of the intended change 30 days before it changes the logo;

(b) shall publish in a newspaper circulating widely in Lesotho indicating the old and new logo in 3 consecutive editions;

(c) may furnish proof of approval of change of logo by relevant authorities.

(1) For the purposes of transferring shares, a transfer of shares form shall be signed by both transferor and transferee and have attached to it certified copies of their identification documents.

(2) For the transfer of shares in the company, the company shall file -

(a) in the case of a company, a certified copy of the identification document of a person appointed to act on behalf of the company;

(b) a certified copy of the identification document of the transferee;

(c) a death certificate in case of a deceased shareholder.

(3) A company shall file with the Registrar a notice of transfer of shares within 30 working days of the transfer and a company which fails to comply with this sub-regulation shall be liable to payment of late filing fee set out in Schedule 7.

The consent form referred to in section 58(3) of the Act shall be-

(a) accompanied by certified copy of the directors’ identification documents; and

(b) filed with the Registrar within 30 working days of the change.

A company may have the following executive officers-

(a) a managing director;

(b) a company secretary resident in Lesotho; and

(c) such other executive officers as may be appointed.

Notification of change of directors shall be filed with the Registrar within 30 working days of the change and accompanied by-

(a) an ordinary resolution; and

(b) power of attorney in case of an agent.

(1) A company which has changed its registered office shall, within 21 working days of the change, deliver the following documents to the Registrar-

(a) 3 newspaper clippings; and

(b) an official receipt from a radio station,

as proof of compliance with section 82 of the Act.

(2) A company which fails to comply with section 82(4) of the Act shall be fined M5, 000 by the Registrar.

(1) A company which has changed its address of service shall within, 21 working days of the change, deliver the following documents to the Registrar-

(a) 3 newspaper clippings;

(b) an official receipt from a radio station,

as proof of compliance with section 83 of the Act.

(2) A company which fails to comply with section 16(4) of the Act shall be fined M5, 000 by the Registrar.

(1) On receipt of a document for registration under the Act, the Registrar shall, in addition to the requirements of section 88(1)(a) of the Act, append his or her name and signature on the document.

(2) The register in the Registrar’s office shall consist of the following items-

(a) the name of the company;

(b) the registration number of the company;

(c) the date of incorporation of the company;

(d) the business activity of the company;

(e) the names of the shareholders;

(f) the names of the directors;

(g) the details of the shareholders’ identification documents;

(h) the details of the directors’ identification documents;

(i) the physical address of the company;

(j) the postal address of the company;

(k) the address for service of the company; and

(l) in case of external company, the name and particulars of the person authorised to accept service.

(1) Where a certificate of incorporation is lost, defaced or damaged the company shall-

(a) publish a notice in 3 consecutive editions of a newspaper widely circulating in Lesotho; and

(b) announce in a national radio station in 3 consecutive days.

(2) The company shall file a notice of lost, defaced or damaged certificate with the Registrar within 21 days after the last publication, and shall attach-

(a) 3 newspaper clippings; and

(b) an official receipt from a radio station,

as proof of compliance with sub-regulation (1).

(1) If a private company -

(a) acquires more than 50 members excluding employees;

(b) lifts the restriction on right to transfer its shares;

(c) allows invitation to the public to subscribe for its shares and debentures;

(d) allows the publication of a prospectus,

then it ceases to be a private company and shall be regarded as a public company.

(2) Sub-regulation (1) shall apply, with necessary modifications, to a single shareholding company.

If a public company -

(a) prohibits the invitation to the public to subscribe for its shares and debentures;

(b) prohibits the publication of prospectus;

(c) restricts the right to transfer its shares;

(d) has 50 members or less excluding employees,

then it ceases to be a public company and shall be regarded as a private company.

Upon the occurrence of the events stated in regulations 23 and 24, a private company referred to in these regulations shall-

(a) publish a notice in 3 consecutive editions of a newspaper widely circulating in Lesotho;

(b) announce the conversion in a national radio station for 3 consecutive days;

(c) lodge with the Registrar a special resolution to that effect after 21 days from the last day of the last publication and the Registrar shall record that the company has converted into a public or private company as the case may be.

(1) A company that intends to cease business operations in Lesotho shall notify the Registrar on a prescribed form within 3 months from the last day of the business activity.

(2) The notification referred to in sub-regulation (1) shall be accompanied by-

(a) statement from tax authority in Lesotho indicating that the company has no outstanding tax liabilities;

(b) financial statements drawn up until the date of intended cessation, indicating that the company is not indebted to anyone in Lesotho;

(c) 3 newspaper clippings indicating that public notice was duly published;

(d) an official receipt from a radio station as proof that announcements were made on that radio station; and

(e) a special resolution indicating that the shareholders approved deregistration of the company.

(1) The Registrar shall send a registered letter to a company enquiring whether it is still carrying on business or in operation, if the company has failed to submit annual returns.

(2) If within one month of sending the letter referred to in sub-regulation (1), the Registrar does not receive a response from the company the Registrar shall-

(a) publish a notice in 2 consecutive editions of a newspaper widely circulating in Lesotho; and

(b) announce the notice in a national radio station for 2 consecutive days

that the Registrar intends to remove the company from the register.

(3) After the expiration of 14 days of the last publication the Registrar shall, pursuant to section 87(5), remove the company from the register.

(4) If the company fails to apply for reinstatement within 14 days after removal from the register as provided in section 87(7), the Registrar may apply to the High Court for dissolution of the company under section 171 of the Act.

(1) A company which intends to dissolve under section 163 of the Act shall-

(a) publish a notice of intention to dissolve in 3 consecutive editions of a widely circulating newspaper in Lesotho; and

(b) announce through a radio station with national coverage for 3 consecutive days.

(2) A notice referred to in sub-regulation (1) shall be lodged with Registrar on a form developed by the Registrar pursuant to section 87(3) of the Act after 21 days from the last day of the last publication and shall be accompanied by-

(a) 3 newspaper clippings; and

(b) an official receipt from a radio station,

as proof of compliance with sub-regulation (1).

(1) A revocation of notice of dissolution under section 165 of the Act shall be dated and include the name and number of the company and the company shall-

(a) publish a notice in 3 consecutive editions of a newspaper widely circulating in Lesotho;

(b) announce through a radio station with national coverage 3 consecutive days.

(2) A revocation of notice of dissolution shall be lodged with Registrar on a form developed by the Registrar pursuant to section 87(3) of the Act after 21 days from the last day of the last publication and shall be accompanied by-

(a) 3 newspaper clippings; and

(b) an official receipt from a radio station,

as proof of compliance with sub-regulation (1).

(1) A notice by a company shall be published in a national newspaper in any one of the official languages.

(2) The notice shall be published in 3 consecutive editions of a circulating newspaper widely in Lesotho.

(3) The size of the notice in the newspaper shall be at least 9 cm (length) × 9 cm (width).

(4) The radio announcement may be in any one of the official languages.

A person to be appointed as a liquidator shall be-

(a) a legal practitioner registered under the Legal Practitioners Act, 1983²; or

(b) an accountant registered with the Lesotho Institute of Accountants,

and maintains an office in Lesotho.

The fees payable under the Act and these regulations shall be as set out in Schedule 7.

A person who fails to comply with a provision of these regulations, where no penalties are provided, shall be liable to a fine of M2, 000 payable to the Registrar.