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

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Business Registration Procedures

MISSION

To give commercial guidance, advice and educate traders in the general starting and running of businesses to ensure growth and to create more jobs to alleviate poverty

OBJECTIVES

Promote consumer welfare and free business competition

MAIN ACTIVITIES

Issue of trading and liquor licences and coordination of related licencing issues

The Commerce Department is a government entity under the Ministry of Commerce, Industry and Trade which plays a supportive and regulatory role in trade affairs. Apart from these roles, the department is also working closely with other organizations to assist small enterprises by providing organized programmes on business establishment and management.

These activities are carried under the following laws:

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.

REGULATION OF TRADE

1. Price Control Order No. 25 of 1973

2. Trading Licences Order No. 20 of 1975

3. Shop Hours Act No. 75 of 1955

4. Registration of Business Act, 1933

5. Sugar Act No. 4 of 1967

6. Companies Act of 2009

7. Hire Purchases Act of 1969

8. Fair Trading Act No.11 of 2001

9. The Competition Act of 2007

10. Liquor Licences Act No. 30 of 1964

Newly erected Acts

1. The Trading Licences Amendment Act No. 9 or 2011

2. The Shop Hours Act No. 9 of 2011

The Trading Licences Amendment Act No. 9 of 2011 enables trading licences applications to be advertised within three working days instead of the 21 days days.

The Shop Hours Amendment Act  enables businesses to operate 24 hours a day except only for a restricted trading day which is Incwala Day.

Obtaining a Trading Licence

Trading Licence applicants are required to fill in an application form and submit it to the licensing officer, advertisement for the licence is done within three working days and a trading licence can be obtainable within the three working days. The advertising fee is E50.00 payable at the Revenue Office of that particular region.

Newly erected Acts

1. The Trading Licences Amendment Act No. 9 or 2011

2. The Shop Hours Act No. 9 of 2011

The Trading Licences Amendment Act No. 9 of 2011 enables trading licences applications to be advertised within three working days instead of the 21 days days.

The Shop Hours Amendment Act enables businesses to operate 24 hours a day except only for a restricted trading day which is Incwala Day.

Requirements for obtaining a Trading licence

Companies under; 

URBAN AREA

• lease agreement/proof of ownership
• bank statement
• temporary resident permit (if you are not Swazi)
• citizenship certificate-ID and graded tax-copies- (Directors)
• certificate of incorporation
• memorandum and Articles of Association
• Form J
• Form C

PRIVATE PROPERTY OR FARM

• Health report
• Bank statement
• Lease agreement/ Title Deed
• Certificate of incorporation
• Memorandum and Articles of Association
• Form J
• Minister's authority
• ID Card + graded tax-copies 

SWAZI NATION LAND

Section 8 (1) of the principal Act is amended after the proviso by adding a second proviso as follows:-

"provided further that consent to conduct business on Swazi Nation Land shall only be given to indigenous Swazis and companies wholly owned by the indigenous Swazis"

Requirements are as follows

• ID card + graded tax-copies (Directors)
• Certificate of Incorporation
• Memorandum and Articles of Association
• Health Report
• Bank Statement
• Lease Agreement/proof of ownership
• King's Consent/recommendation letter from Swazi Commercial Amadoda
• Form J
• Form C

Individual Business Persons under; 

SWAZI NATION LAND

• King's Consent: Section 8 of the Trading Licences Order/Recommendation letter from Swazi Commercial Amadoda
• Health report
• Bank statement
• Lease Agreement (if it is a leased business)
• ID card + graded tax-copies

FARM OR PRIVATE PROPERTY

• Minister's Authority
• Health Inspector's report
• Bank Statement
• Lease Agreement/Title deed
• ID card + graded tax-copies

 URBAN AREA

• Health Inspector's report
• Bank Statement
• Temporary Resident permit/citizenship (applicable to foreigners)
• Lease agreement/proof of ownership
• ID card + graded tax-copies

Informal Sectors that does not require approval letters from Swazi Commercial Amadoda; the Trading Licence amendment Act of 2011 allows owners of businesses in the informal sector to be exempted from the requirement to advertise when applying for a licence.

• Barber
• Cobbler
• Dealer or speculator in livestock
• Dealer in farm produce
• Breakdown services
• Miller (for customer only)
• Hawker
• Pedlar
• Special Licence
• Produce and handwork vendor
• Billard or snooker table keeper
• Vendor's cart
• Shoe repair
• Blacksmith or farrier
• Street photographer
• Dealer in mobile phone Spaza
• Dealer in phone Spaza
• Car wash

TRADING LICENCE RENEWAL

Fundamentals for Trading Licence renewal are as follows:

• Expiring Trading Licence

Contacts

P. O. Box 451

Mbabane

Tel: +268 2404 3201/6

Fax: +268 2404 4711

Trading Licence Application Form