Source-cited draft: company formation & entity choice for Lesotho (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
Source-cited draft.Written from sources but not reviewed by a licensed practitioner, so it may be incomplete or wrong. General reference only; don't file or take a position on it without professional review.
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Registration authority overview
Companies in Lesotho are registered by the Registrar of Companies under the Companies Act 2011, through the One-Stop Business Facilitation Centre (OBFC). The most common vehicle for business is the private company limited by shares.Companies Act 2011
Private company
Private company limited by shares — most common form; restricts share transfers and caps membersCompanies Act 2011 (http://www.obfc.org.ls/legislation/Schedule%202%20Articles%20of%20Private%20company.pdf)
Public company
Public company limited by shares — may offer shares to the public; greater disclosure obligationsCompanies Act 2011 (https://www.msm.org.ls/media/1003/companies_act_2011.pdf)
Sole trader / business name
Sole proprietorship registered as a business name — taxed in the owner's hands, not a separate legal entity ((approx — confirm registering statute for business names))Companies Act 2011 (https://lndc.org.ls/knowledge-base/business-registration-and-licensing/)
Minimum share capital
No statutory minimum share capital for a private company ((approx — confirm))Companies Act 2011 (https://www.msm.org.ls/media/1003/companies_act_2011.pdf)
Minimum shareholders / directors
At least one shareholder and one director ((approx — confirm))Companies Act 2011 (https://www.msm.org.ls/media/1003/companies_act_2011.pdf)
Registering authority
Registrar of Companies, via the One-Stop Business Facilitation Centre (OBFC)Companies Act 2011 (https://lndc.org.ls/knowledge-base/one-stop-business-facilitation-centre-obfc/)
Incorporation steps
Reserve company name; lodge incorporation application with constitution/articles, shareholder and director details at the OBFC; obtain certificate of incorporation; register for tax (TIN) and VAT if applicable; obtain a trading licenceCompanies Regulations 2012 (https://lndc.org.ls/knowledge-base/business-registration-and-licensing/)
Incorporation timeline
Typically a few days to a couple of weeks via the OBFC one-stop process ((approx — confirm))Companies Act 2011 (https://lndc.org.ls/knowledge-base/one-stop-business-facilitation-centre-obfc/)
Registration cost
Statutory registration fees apply (modest); amount set by the Companies Regulations fee schedule ((approx — confirm current fee))Companies Regulations 2012 (http://www.obfc.org.ls/registry/)
Annual return
Companies must file an annual return with the Registrar of Companies ((approx — confirm due date and fee))Companies Act 2011 (https://www.msm.org.ls/media/1003/companies_act_2011.pdf)
Tax registration
Register with RSL for a Taxpayer Identification Number (TIN); register for VAT once turnover exceeds LSL 2,000,000Income Tax Act (https://www.rsl.org.ls/)
Accounting records & financial statements
Companies must keep accounting records and prepare annual financial statements; audit may be required depending on company type/size ((approx — confirm audit thresholds))Companies Act 2011 (https://www.msm.org.ls/media/1003/companies_act_2011.pdf)
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Other Lesotho computations in the OpenAccountants Tax Library.