Setting up in Lesotho runs through the One Stop Business Facilitation Centre, which houses the Registrar of Companies and the licensing offices in one place, under the Ministry of Trade, Industry and Business Development.
Two things surprise people. The first is that a company and a licence are separate things: incorporation makes the company exist, and a trading or manufacturing licence is what lets it operate. The second is that the licence application will not be accepted until you already hold clearances issued by other offices, including a health certificate for the premises and an environmental clearance certificate. Those are the long poles, not the registration.
Insika establishes which registrations and licences a specific business actually needs, obtains the underlying clearances in the right order, and manages the applications through the OBFC.
Companies, and what a company is not
Not every business is a company. Many operate as sole traders or partnerships, and for some businesses that remains the right structure. Companies are registered by the office of the Registrar of Companies at the OBFC, and incorporated under the Companies Act No. 18 of 2011 and the Companies Regulations 2012.
The Registrar provides Standard Model Articles and Particulars of the Company, though a company may adopt its own articles. Incorporating brings the usual advantages:
- Limited liability. Shareholders are not personally liable for the company's debts beyond what they have invested or agreed to invest, while remaining entitled to a dividend if the business is profitable.
- Separation of ownership and management. Day to day management sits with directors, who need not be the people who provided the investment.
- Perpetual succession. The company continues indefinitely. It survives the death of its founders and can be sold to new owners by transferring shares.
In exchange, the company owes the Registrar information: any change of directors or registered office, and an annual report. Those obligations are easy to let slide and awkward to unwind later, particularly when a funder or a tender asks for a clean record.
Choosing the structure is a commercial decision as much as a legal one, and it interacts with tax, with tender eligibility and with what a funder will lend against. It is worth deciding deliberately rather than defaulting to a company because it sounds more serious.
Trading licences: what you must produce
Licences are issued through the OBFC in Maseru and through the local offices of the trade ministry. The OBFC publishes the following requirements for a trading licence.
- Certificate of incorporation, particulars of the company and articles of incorporation, as certified copies.
- Lease, as a certified copy, and the sublease agreement.
- Health certificate for the premises, obtained from Maseru City Council, or from the public health offices in rural areas. Must be an original.
- Environmental clearance certificate, as an original.
- Tax clearance.
- Certified passport copies of the shareholders and officers of the company.
The OBFC states that it takes five days to approve or reject a licence application, and that licence fees differ by business type and by whether the applicant is an individual, a proprietor or a company.
Five days sounds fast, and it is, but it is five days once the file is complete. The health certificate and the environmental clearance are issued by other offices on their own timelines, and that is where the real duration of the process sits. Anyone planning around a one week set-up is planning around the wrong number.
Manufacturing licences, and the citizenship restriction
Manufacturing is licensed separately from trading, and it is split by scale. The distinction carries a restriction that materially affects who can do what.
| Licence | Fees as published | Notes |
|---|---|---|
| Small scale industry | M50 application, M100 licence | RESERVED FOR LESOTHO CITIZENS ONLY. Processed and issued promptly on submission. Educational certificates required for contractors. |
| Medium and large scale industry | M500 application, M3 000 licence | Requires lease or sublease, original health certificate, original environmental clearance, and certified passport copies of directors and shareholders. |
| Food and pharmaceutical manufacturing | As per scale above | Additional: proof of tests done on the product, locally or internationally, and a food handlers certificate from the Ministry of Health. Licence issued in one day. |
| Trading licence | Varies by business type and applicant | Decision within 5 days of a complete application. |
Tax registration and the single TIN
Tax is administered by Revenue Services Lesotho, and it works differently from South Africa in a way that is genuinely simpler.
Registration allocates a taxpayer identification number, and one TIN covers income tax, customs and excise, and VAT. There is not a separate number for each. Registration can be done at an RSL Digital Service Centre or online through the e-Registration service on the RSL website.
The TIN matters beyond tax itself. Tax clearance is one of the documents a trading licence application must carry, so tax registration is not something to leave until the business is trading. It sits early in the sequence.
Because Lesotho is part of the Southern African Customs Union alongside South Africa, Botswana, Namibia and Eswatini, the same TIN also governs your import and export activity.
The order that actually works
The sequence below reflects where the real waiting happens. Running it in the wrong order is the single most common reason a Lesotho set-up takes months instead of weeks.
- Decide the structure
Company, sole trader or partnership, decided against the tax, funding and tender consequences rather than by default.
- Reserve the name and incorporate
Through the Registrar of Companies at the OBFC, under the Companies Act 18 of 2011, with either the Standard Model Articles or your own.
- Register for tax
With Revenue Services Lesotho, for the single TIN covering income tax, VAT and customs. Needed before you can produce tax clearance.
- Secure the premises
Lease or sublease, certified. The licence application needs it, and the health and environmental clearances are tied to a specific premises.
- Health certificate
From Maseru City Council, or the public health offices in rural areas. Original, not a copy.
- Environmental clearance
From the Department of Environment. Start this as early as possible: for anything in the First Schedule it is a full assessment process, not a certificate over the counter.
- Trading or manufacturing licence
Submitted to the OBFC with the complete file. Decision on a trading licence within five days of a complete application, as published.
- Sector licences
Whatever your industry adds on top: petroleum, mining, energy, healthcare, financial services. The trading licence is the base layer, not the whole answer.
What the register tells you about the market
The OBFC publishes company register statistics, and they are worth reading before choosing a sector. As of March 2018, the most recent figures the OBFC publishes, the register held 32 671 companies of which 15 949 were active. That gap between registered and active is itself informative.
The largest sectors on the register were construction at 9 946 companies, real estate and property management at 1 634, mining at 1 267, catering at 1 191, cleaning services at 1 033, consultancy at 1 010, security services at 516, printing at 344 and sewerage at 103.
Construction dominates by a wide margin, which tells you both where the opportunity has been and where the competition is. Mining at 1 267 registered companies is a substantial base for a country of Lesotho's size, and it is consistent with the sector's weight in the economy.
These figures are dated 2018 and we present them as such. We have not found a more recent published breakdown, and we would rather give you a clearly labelled old number than an unlabelled guess.
Where to confirm before you rely on this
One caution on the fees and requirements above, and we would rather raise it than let you discover it at the counter.
The OBFC page that publishes them still refers to the National Environmental Secretariat, which has since been renamed the Department of Environment, and it predates the Business Licensing and Registration Act 2019 and its 2020 Regulations, which reformed the licensing framework. The requirements it lists are the OBFC's own published position, but the page appears not to have been updated recently.
So treat the fees and timelines here as a well sourced starting point, not a guarantee. Confirming the current position for a specific business is part of what Insika does before anything is submitted. Insika professional fees are quoted per project once the scope is clear.
Official sources
This guide is based on the current rules published by the relevant Lesotho authorities. Always confirm the latest fees and requirements with the office that applies to you.