Setting up Business in Swaziland 01. Business Form
1. BUSINESS FORM
1.1 Company
1.1.1 What are the procedures and requirements for setting up a limited liability company?
How difficult is this to do? How long will it take? Do you supply them "off the shelf"?
· Any two or more persons may form an incorporated private company. The number of its members is limited to 50. The document by means of which a company is incorporated is the Memorandum of Association. A company may annex to the Memorandum a set of Articles of Association containing certain regulations. Copies of the Memorandum and Articles must be delivered to the Registrar of Companies who, upon registration, will issue a certificate of incorporation. Every company registered in Swaziland is obliged to obtain, within one month from registration, a company licence from the Registrar. These licences are renewable every year and a fee is due. The directors (the minimum number of directors is one) must appoint a secretary. A company must keep proper books of account and registers of members, debentures, charges and directors. An annual return must be made to the Registrar of Companies containing information on these registers and accounts.
· There is no legal requirement with regard to the nationality of the directors or shareholders. However, in some cases, exclusion of Swazi nationals may be considered as political.
1.1.2 What would the cost be?
E7 000
1.1.3 Can you do this, or can you recommend someone?
Our office in Mbabane can assist in the registration of a company.
1.1.4 Is it a requirement that there must be a resident as a director?
No
1.1.5 Are there duties payable on the taking up of shares in the company? Are there any other duties payable in establishing the company?
Minimal duties are payable.
1.1.6 What are the financial reporting requirements?
All companies are governed by the Companies Act. The Act does not regulate the requirements in respect of either accounting records or annual financial statements. Their format is governed by International Financial Reporting Standards. Accounting records (i.e. fixed asset registers, records of cash receipts and payments, purchases and sales and assets and liabilities as well as stock take reports) must be kept in either of the two official languages. Financial statements are subject to an annual audit.
1.1.7 What would the cost be in respect of the financial reporting?
Depends on the size of business.
1.1.8 Is there a minimum capital requirement? Are there thin capitalisation rules?
There are no minimum requirements as to issued share capital.
1.1.9 Are there any licence requirements?
· Most forms of business require a trading licence for each category of business before they can operate. These licences must be renewed every year.
· The following documents are required when applying for the initial trading licence:
Copy of lease agreement or title deeds
Tax clearance certificate
Health Certificate of Inspection
Graded tax number of person applying or copy of work permit if person not a Swazi citizen
Copy of Certificate of Incorporation and Memo & Articles of Association
Copy of bank statement
· Our offices in Mbabane can assist you with the application.
1.2 Branch
1.2.1 What are the procedures and requirements for setting up a branch? How difficult is this to do? How long will it take?
· It is obligatory for a branch of a foreign company to register with the Registrar of Companies as an "external company". Such a company must comply with the provisions of the Companies' Act.
· Every foreign company, which establishes a place of business in Swaziland, must obtain a company licence. The licence must be renewed annually. The company has to disclose its name and foreign origin in all-important papers such as business letters, notices and other official publication.
1.2.2 What would the cost be?
Approximately E4 000
1.2.3 Can you do this, or can you recommend someone?
Our offices in Mbabane can assist you in the registration of a foreign branch in Swaziland.
1.2.4 Is it a requirement that a resident be associated in any way with the branch?
No
1.2.5 Are there any duties payable in establishing the branch?
See 1.1.5 above.
1.2.6 What are the financial reporting requirements? Are these less rigorous than the
requirements pertaining to private companies?
See 1.1.6 above.
1.2.7 What would the costs be in respect of the financial reporting?
See 1.1.7 above.
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