Botswana Types of Company

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Botswana 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.

Botswana Private Company

Must have no more than 25 shareholders and a minimum of one shareholder and one director.

Botswana Exempt Private Company

Total assets must not have exceeded P2m and total turnover must not have exceeded P5m in the previous financial year to qualify. No audit is required. Financial statements must be prepared with seven months of the company's year end although financial statements need to be filed with the Registrar of Companies. However, a statement of charges relating to mortgages and bonds must be filed with the Registrar.

Botswana Non Exempt Private Company

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.

Botswana Public Company

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.

Botswana Close Company

Can be formed by up to five persons. Other company can convert to a Close Company but 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.

Botswana Fees For Companies

(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

BOTSWANA: TYPES OF COMPANY

On this Page:

Botswana Introduction

Botswana Fees For Companies