The Swaziland Building Society (SBS) has officially registered its new company, SBS Bank Eswatini, marking one of the final steps in its transition from a building society to a fully-fledged commercial bank.
This was announced during a breakfast meeting between the SBS and the Swaziland Editors Forum at Mountain View on Tuesday.
Managing Director Mbali Sibanyoni confirmed that the Certificate of Incorporation was issued on Monday, placing SBS “at the tail end” of obtaining its full banking license from the Central Bank of Eswatini.
SBS currently operates with a provisional commercial banking license, which designates it as a “bank under construction” until it completes the remaining regulatory and structural steps.
Sibanyoni stated that the institution will keep the familiar name “SBS” as part of its banking identity, citing its 63 years of brand visibility and customer loyalty. The official new name is SBS Bank Eswatini.
The conversion began under a tripartite regulatory framework involving the FSRA, the Central Bank, and the Ministry of Finance, with the Central Bank issuing a provisional banking license in October, valid for 12 months.
The conversion process was officially approved last year through a special resolution passed by members, enabling SBS to begin drafting conversion documents, adjusting its governance structure, and preparing its licensing applications.
Velaphi Dlamini, SBS Manager Legal, stated that all required documents, including the Memorandum and Articles of Association, along with tripartite approvals, were submitted to the Registrar of Companies, resulting in the successful registration of SBS Bank Eswatini. The current SBS board will stay in place as the founding board of the new banking entity during the transition.
Dlamini announced that the SBS board will meet on Thursday to approve the final registration date, which will officially suspend permanent share redemptions from December 29, 2025, through December 31. This step is crucial in preparing for the conversion of all permanent shares into the new share structure required for a commercial bank.
Starting January 2, 2026, all permanent shares will automatically convert into two types: ordinary shares and redeemable shares. Members will have 90 days to choose their preferred share type.
Those who do not make a selection by the end of the window, expected around April 1 or 2, 2026, will undergo mandatory redemption, after which their funds will be placed in a term deposit account.
“We cannot force a member to take an investment instrument they did not choose,” Dlamini noted.
After 90 days, SBS Bank will proceed with a simplified shareholder structure consisting solely of ordinary shareholders, in line with regulatory expectations for commercial banks.
To support shareholder flexibility, SBS has accelerated development of an over-the-counter (OTC) trading platform that will enable members to buy or sell ordinary shares once the conversion is finalized. The platform aims to provide liquidity for the bank’s large membership base, who may want to monetize their investments.
The OTC framework will be submitted to the Central Bank for review, given its role as the primary regulator of the new bank. SBS will also consult the Eswatini Stock Exchange for alignment on governance standards, even though SBS Bank does not plan to list at this stage. SBS is currently engaging with significant shareholders to enter into underwriting agreements to ensure funds are available for share buybacks on the platform.