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Botswana: Types of Company

Introduction

Prior to the introduction of the new Companies Act 2003 on 3rd July 2007, companies in Botswana were formed under the Companies Act CAP 42:01 as amended, which provided for a normal range of business formats:

  • Private or Public limited liability company
  • External company (branch of foreign company)
  • Company limited by guarantee
  • Partnership
  • Common law trust
  • Sole proprietorship
  • Societies, being associations of persons
  • International Insurance Company

The Companies Act 2003 requires that all entities must be classified as a private company, exempt private company, a public company or a close company (see below). In addition, the new Companies Act imposes stricter obligations on corporate governance.

The Companies Act (Amendment of Schedules) Order 2006 now allows IFSC accredited companies to denominate their capital in major convertible currencies, namely the US Dollar, the Euro and the British Pound.

The Registrar of Companies and Intellectual Property (ROCIP), part of the Ministry of Trade and Industry, is responsible for company incorporation, the registration of business names and the protection of intellectual property.

The Department has four functions: Companies, Business Names and Industrial Property administration and Copyright.

The Licensing and Protection Division of the Ministry is responsible for the issuance of manufacturing licenses. The Division ensures that the licenses are issued in accordance with the provision of the Industrial Development Act, and its regulations. The Section acts as secretariat to the National Industrial Licensing Authority (NILA), which is appointed by the Minister of Commerce and Industry. NILA comprises of both private sector and government representatives.

The Licensing and Protection Division is also responsible for monitoring and inspections of factories, assisting the division to determine if licenses are used for their intended purpose and also undertaking collection of data for development and update of Company profiles.

The following is a brief description of the company forms and their requirements under the Companies Act 2003.

 

 

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