Lesotho
Companies Act, 2011
Act 18 of 2011
- Published in Government Gazette 62 on 2 September 2011
- Commenced
- [This is the version of this document from 2 September 2011.]
Part I – Preliminary
1. Short title and commencement
This Act may be cited as the Companies Act, 2011, and shall come into operation on such a date as the Minister may, by notice published in the Gazette, appoint.2. Interpretation
3. Application and non-application of Act
Part II – Registration and incorporation of companies
4. Registration of existing companies
5. Application for incorporation
6. Articles of incorporation
7. Certificate of incorporation and commencement of commercial activities
8. Dealings between a company and other persons
9. Legal personality, capacity and powers of a company
10. Pre-incorporation contracts
11. Registration of external companies
Part III – Amendment of articles of incorporation
12. Amendment of articles of incorporation
13. Procedure for amendment
Part IV – Company name
14. Company name
15. Use of "Limited" and "Proprietary" in a company name
16. Change of Company name
17. Use of company name and company logo in company documents
Part V – Shares
18. Types of shares
19. Consideration for issue of shares
20. Issue of shares and share capital
21. Redeemable preference shares
22. Acquisition of shares through convertible securities and options
23. Bonus shares and shares in lieu of dividends
24. Contracts for issue of shares
A contract or deed under which a company is, or may be required to issue shares whether on the exercise of an option or on the conversion of securities or otherwise, is an illegal contract unless the board is entitled to issue the shares and has complied with sections 19 and 22.25. Rights and powers attached to shares
26. Acquisition by company of its own shares
27. Share certificates
28. Transfer of shares
29. Share register
30. Power of court to rectify share register
31. Company as shareholder
Part VI – Shareholders' rights and obligations
32. Shareholders' rights and benefits
33. Shareholders' right to receive company documents
34. Right to receive information
35. Right to receive dividends
36. Pre-emptive rights
37. Voting trust
38. Proxies
39. Minority rights
Where a shareholder voted against a resolution approving any matter referred to in section 53(2) or where the resolution to exercise that power was passed without a meeting and he or she did not sign the resolution and the shareholders resolve to exercise the power, that shareholder is entitled to require the company to purchase his or her shares.40. Failure to seek interest group approval
41. Procedure for buy-out
42. Purchase by company
43. Exemption from buy-out
44. Purchase of shares by third party
45. Review of management decisions by shareholders
46. Liability of shareholders
47. Liability of personal representative or trustee
48. Alteration of shareholder rights
Part VII – Meetings of shareholders
49. Annual meetings of shareholders
50. Special meetings of shareholders
51. Notice of shareholder meetings
52. Proceedings at meetings
53. Decisions by shareholders
54. Resolution in lieu of meeting
55. Meeting called by Court
Part VIII – Directors and their powers and duties
56. Meaning of "director"
57. Qualifications of directors
58. Appointment and election of directors
59. Management of company
60. Officers of company
61. Major transactions
62. Power to establish committees
63. Fundamental duties
64. Proceedings at board meetings
65. Disclosure of interest
66. Meaning of "interest"
67. Voting by interested director
A director of a company who is interested in a transaction entered into or to be entered into by the company, and who has disclosed his or her interest in compliance with section 65, may—68. Disclosure of share dealing by directors
69. Disclosure and use of company information
70. Remuneration and other benefits
71. Indemnity and insurance
72. Vacation of office by director
73. Removal of directors
74. Notification of change of directors
75. Use of information and advice
Part IX – Shareholder actions
76. Interdict to restrain action
77. Derivative action
78. Compromise or settlement of derivative action
Proceedings brought by a shareholder or a director, or in which a shareholder or a director intervene with leave of the Court granted under section 77 shall not be settled, compromised or discontinued without the approval of the Court.79. Personal action by shareholders against directors
80. Personal actions by shareholder against company
81. Representative action
Where a shareholder of a company brings proceedings against the company or a director, and other shareholders have the same or substantially the same interest in relation to the subject-matter of the proceedings, the Court shall appoint that shareholder to represent all or some of the shareholders who have the same or substantially the same interest, and may, for that purpose, make such order as it deems fit including an order—Part X – Administration of companies
82. Registered office
83. Address for service
84. Company records
85. Inspection of records by directors and shareholders
Part XI – Registrar of companies
86. Registrar of companies
87. Functions of the Registrar
88. Registration of documents
89. Power to charge fees
90. Notice by Registrar
91. Company Registers
92. Inspection and evidence of registers
93. Review
Part XII – Accounts and audit
94. Obligation to prepare accounts
95. Standards for preparation of accounts
96. Accounting records
97. Qualifications of auditors
98. Appointment of auditors
99. Appointment of first auditor
100. Avoidance of conflict of interest
An auditor of a company shall ensure, in carrying out his or her duties under this Part, that his or her judgment is not impaired by reason of any relationship with or interest in the company or any of its subsidiaries.101. Auditor's right of access to accounting records
102. Auditor's attendance at shareholders meetings
A board shall ensure that the auditor of the company—103. Auditor's report
Part XIII – Annual report
104. Preparation of annual report
105. Contents of annual report
106. Distribution of annual report to shareholders
107. Inspection of company records by shareholders
108. Consequences for failure to submit annual report
Part XIV – Mergers
109. Mergers
110. Approval of merger proposal
111. Registration of merger proposal
112. Merger of related companies
113. Powers of court in cases of prejudice
Where the Court is satisfied that giving effect to a merger proposal would prejudice a shareholder or creditor of a merging company or a person to whom a merging company is under an obligation, it may, on an application by that person made before the date on which the merger becomes effective, make an order—Part XV – Prospectus
114. Non application to private company
This Part shall not apply to a private company or single shareholding company.115. Offer of shares through prospectus
116. Contents
117. Allotment of shares
118. Registration of prospectus
119. Consequences for failure to issue prospectus
120. Responsibility of the underwriter
121. Untrue statements in a prospectus
122. Liability for mis-statements
Part XVI – Liquidation
123. Liquidation
For the purposes of this Part—124. Application of insolvency rules to liquidation
125. Applications for liquidation
126. Qualifications of liquidators
127. Appointment of liquidators
128. Effect of commencement of liquidation
129. Powers of liquidator
130. Search and seizure
Where the Court is satisfied, on the application of a liquidator that there are reasonable grounds to believe that there is in or on any place or thing, any property, books, documents or records of a company, the Court shall issue a warrant that authorises the person named in the warrant to search for and seize property, books, documents or records of the company in or on that place or thing and deliver them to the liquidator.131. Supply of essential services
132. Examination of persons by liquidator and Court
133. Disclaimer of onerous property
134. Duties of the liquidator
135. Rights of creditors
136. Creditors' claims
137. Meetings of creditors or shareholders
138. Claim in respect of debts payable after commencement of liquidation
The amount of a claim made in respect of a debt that, but for the liquidation, would not be due and payable until 6 months after the commencement of the liquidation, shall be ascertained according to the present value of the debt, having regard to the prescribed rate of interest as at the date of commencement of the liquidation.139. Interest on claims
If there is a surplus after payment in full of all admitted claims, interest on a claim accrues as from the date of the commencement of the liquidation at a rate not exceeding the prime rate.140. Voidable transactions
141. Procedure for setting aside voidable transactions
142. Pooling of assets of related companies
143. Mutual credit and set-off
144. Meaning of "compromise" and "proposer"
For the purposes of this Part, unless the context otherwise requires—"compromise" means an agreement between a company and its creditors cancelling all or part of a debt, of the company, or varying the rights of its creditors or the terms of a debt or relating to an alteration of a company’s articles of incorporation that affects the likelihood of the company being able to pay a debt; and"proposer" means a person who proposes a compromise.145. Proposal of compromise
The following persons may propose a compromise if any of them has reason to believe that a company is or will be unable to pay its debts—146. Notice of proposed compromise
147. Creditors meeting on proposed compromise
148. Powers of Court
149. Costs of compromise
Unless the Court orders otherwise, the costs incurred in organising and conducting a meeting of creditors for the purpose of voting on a proposed compromise—150. Judicial supervision of liquidation
151. Enforcement of liquidator's duties
152. Completion of liquidation
153. Removal and vacation
154. De-registration of external companies
155. Offences, fines and penalties
Part XVII – Judicial management
156. Grounds for judicial management
157. Judicial manager
158. Effect of the commencement of judicial management
As from the commencement of the judicial management, the judicial manager shall have custody and control of the company's assets and the provisions of section 128 relating to the effect of commencement of liquidation shall apply and reference to the liquidator and liquidation shall be taken as reference to the judicial manager and judicial management, as the case may be.159. Powers and privileges of the judicial manager
The provisions of section 129, except sections 129(2)(d), 130,131,132 and 133 and any other provisions conferring powers or privileges on the liquidator shall, with necessary modification, apply to a judicial manager or during judicial management and reference to the liquidator and liquidation shall be taken as reference to the judicial manager or judicial management, as the case may be.160. Duties of judicial manager
161. Conversion from judicial management to liquidation
If, at any time during the judicial management, the judicial manager is of the opinion that the continuance of the judicial management will not enable the company to either meet its obligations or remove the need for judicial management, the judicial manager shall apply to Court for the cancellation of the judicial management order and the issue of a liquidation order:Provided that the judicial manager shall notify the shareholders and the creditors of his or her intention to make such an application.162. Completion of judicial management
Part XVIII – Voluntary dissolution
163. Dissolution by shareholders
164. Notice of dissolution
165. Revocation of notice of dissolution
166. Effect of commencement of dissolution proceedings
167. Claims against the company
168. Distribution of assets to be made after payment of claims
169. Duties of a liquidator under voluntary dissolution
Within 10 days of his or her appointment, a liquidator of a company under voluntary dissolution shall—170. Completion of voluntary dissolution proceedings
Part XIX – Judicial dissolution
171. Grounds for judicial dissolution
The Court may dissolve a company in proceedings instituted by—172. Procedure for judicial dissolution
173. Order of judicial dissolution and appointment of judicial liquidator or custodian
174. Completion of judicial dissolution
When a liquidator or custodian reports that the assets of the company have been distributed and its affairs and business wound up, the Court may make an order dissolving the company which shall state the effective date of the dissolution, and the Court shall deliver a copy of that order to the Registrar, who shall enter it in the company's record and note that the company is dissolved.Part XX – Offences and penalties
175. False statements
176. Fraudulent destruction of property
A director, employee or shareholder of a company who—177. Falsification of records
178. Defences
Part XXI – Miscellaneous
179. General provisions relating to liquidators rules of procedure
180. Power of Attorney
Subject to its articles of incorporation, a company may, by an instrument executed in writing, appoint a person as its attorney or agent, either generally or in relation to a specified matter, and any act of the attorney or agent in accordance with the instrument shall be binding on the attorney, agent or any other person and the company.181. Service of documents on companies in legal proceedings
182. Service of other documents on companies
A document other than a document in any legal proceedings may be served on a company or external company as follows—183. Service of documents on shareholders and creditors
184. Additional provisions relating to service
185. Regulations
186. Rules
The Registrar may make rules for the effective administration of this Act in relation to registration of companies where there is no provision in this Act.187. Repeal
Subject to this Act, the Companies Act, 1967 is repealed.History of this document
02 September 2011 this version
Published in Government Gazette 62
Documents citing this one 22
Judgment 17
Gazette 3
1. | Lesotho Government Gazette supplement dated 2024-08-23 number 67 | |
2. | Lesotho Government Gazette dated 2024-07-02 number 51 | |
3. | Lesotho Government Gazette dated 2024-06-21 number 46 |
Act 1
1. | Pension Funds Act, 2019 | 3 citations |
Legal Notice 1
1. | Money Laundering and Proceeds of Crime Regulations, 2019 |