THE REGISTRAR OF COMPANIES

Business Registration Procedures

 

MISSION

The mission of the Registrar of Companies Department is to ensure legal protection of

foreign and local companies through the registration of business companies and

associations and the protection of Names, Uniforms and Badges of Associations from use

by unauthorized persons

MANDATE

With the department being service providers it is the departments strategy to provide

efficient services in the production of company documents and working towards

providing a satisfactory turnaround time in the application and registration of companies,

which will minimize the frustration of investors.

LEGAL INSTRUMENTS

Companies Act No: 8 of 2009

COMPANY REGISTRATION AND PROCESSES

Formation and collation of company memorandums and articles of association shall be done in compliance with The Companies Act No 8 of 2009. Anyone who will formulate company documents will also be in compliance with the Act.

No person other than a Legal Practitioner may prepare company Memorandums and Articles of Association in expectation of a fee, gain, reward direct or direct to himself or to any other person. Payment for company formulation will only be charged for by Legal Practitioners. Any other person may formulate company Memorandums and Articles of association and will NOT expect any fee gain, or reward. Should he do so, he shall be guilty of an offence and liable on conviction in respect of the offence.

PROCESSES

Firstly a unique Company name has to be reserved in the company register before registration of the company. This involves searching from our registers (manual and automated) if the name is available and free for use. This process is done over the counter and available online. If the chosen name is free for registration, a reply in writing or a reply online will be given where upon a fee of E20.00 (Twenty Emalangeni) shall be paid at the government revenue offices for the name to be reserved. The name shall be reserved for a period of three months after which it will expire and may be reserved by anyone.

Once this process has been done, Memorandums an Articles of Association will then be lodged with the office of The Registrar of Companies in Swaziland. Such other documents will include:

• memorandums and articles of association
• reservation application and reply
• form E/TF 42 (notice of company registered office/application for annual license)
• directors Tax clearance certificates
• directors Identity Documents
• declaration of Compliance
• payment receipt of E 20.00 (Twenty Emalangeni) for company name reservation
• payment receipts for company registration (depending on Nominal Capital)

Payment fees where Nominal capital does not exceed E10.000 > (E625.00)

• does not exceed E 30.000 > (E925.00)
• does not exceed E 50.000 > (E1300.00)
• exceeds E 50.000 < (E1825.00)

Foreign companies to be registered locally

A foreign company shall within 21 (twenty one) days after establishing a place of business in Swaziland lodge with the office of the Registrar of Companies in compliance with the Companies Act;

• A certified copy of the memorandum and Certificate of Incorporation of the company in English and if not written in English a certified translation in English from the country of origin. A notice of a registered office in Swaziland which shall be a place located in premises to which all communications be addressed to and delivered.
• A registered postal address to which all mail notices may be served to.
• The name and addresses of the auditor of the company in Swaziland.
• Each director if permanently employed will provide his full forenames, surnames, or any other name, his nationality, occupation, his relevant qualifications, his residential, business, and postal addresss, proof of compliance with the immigration laws and his date of appointment in the company.
• The local manager, secretaries and any other member of the executive will also submit their full forenames, surname, nationality occupation, relevant qualifications, their residential, business and postal addresses, proof of compliance with immigration laws and their appointment in the company.

* Company registration payment fees for foreign companies are the same as those for local companies.

It will take a period of seven days to register a company. A Form J will be lodged within 21 days from the date of Incorporation of the company. This is a form for confirmation and alterations for company directors and members of the company.

COMPANY RENEWALS

Every company including a foreign company shall not earlier than the 1^st of July or later than 31^st August of any calendar year make annual returns in the prescribed Form C accompanied by the prescribed fee. The annual return shall be signed by one of the directors or secretary of the company and a copy shall be lodged with the office of the Registrar of Companies accompanied by a receipt of payment from the government revenue.

Public companies and Associations not for gain shall send to the Registrar of Companies a copy of the companies and associations annual financial statements.

COMPANY FORMS FOR REGISTRATION AND UPDATES

E/TF42

FORM J

FORM C

CONTACTS

P. O. BOX 451

Mbabane

Phone: +268 2404 2372

Fax: +268 2404 4711