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.
Total
assets must not have exceeded BWP2m and total
turnover must not have exceeded BWP5m in the
previous financial year to qualify. No audit
is required. Financial statements must be
prepared within seven months of the company's
year end although financial statements need
not be filed with the Registrar of Companies.
However, a statement of charges relating to
mortgages and bonds must be filed with the
Registrar.
A
private company that does meet the requirement
to be classified as an Exempt Private Company
will be regarded as a Non Exempt Private Company.
Financial statements must also be filed within
seven months of the company's year end, but
these must be audited and filed with the Registrar
of Companies. A qualified company secretary
must be appointed.
No
restriction on the number of shareholders
and a minimum of 2 directors. Audited financial
statements must be prepared within five months
of the year end and filed with the Registrar
of Companies. A qualified secretary must be
appointed.
Can
be formed by up to five persons. Other types
of company can convert to a Close Company
but must adhere to the following requirements:
financial statements to be prepared within
seven months; no directors but shareholders
to be officers; no share capital; company
cannot be a member; accounting officer must
be appointed.
(N.B,
the following refers to companies registered
under the Companies Act CAP 42:01). Companies
limited by shares pay registration duties based
on nominal capital as follows:
Where
nominal capital is up to BWP3,000, a fee of
BWP200; and after that a further BWP8 for each
additional one thousand BWP or part thereof)
For
registration of any increase of capital made
after the first registration of the company,
similar fees are charged.
Fees
paid by an external company (ie a branch) are
as follows:
Registration of the charter, statutes or Memorandum
and Articles: BWP4000
Registration of any alteration in such instrument:
BWP800
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