How to Register a Company in Botswana
Introduction
The Companies and Intellectual Property Authority (CIPA) is the government agency responsible for facilitating the registration of business names and companies in Botswana. Individuals above the age of 18 and corporate bodies can register companies and business names in the country.
Choosing the Right Structure for Your Business
Before you start the registration process, you need to choose the right structure for your business. There are two main options available: business names and companies. Business names are suitable for small businesses or sole proprietorships, while companies offer more flexibility and legal protection for larger businesses. Consider factors such as the size of your business and operations, your share of profits, your degree of ownership and accountability, your legal liability, and funding options when deciding which structure is right for you. If you are unsure which structure to choose, seek professional advice from an accountant, lawyer or company secretary.
Types of Companies
When you set up a company, you are creating a separate legal body to carry on business. All companies incorporated in Botswana have the same basic elements: a company name, at least one shareholder and one director, and contact addresses. There are several different types of companies you can choose from, including:
- Private Company: A private company is formed with the intention of making a profit and has a maximum of 25 shareholders. This type of company does not make any offer to the public to subscribe to its shares or debentures. The name of a private company ends with (Proprietary) Limited, e.g. Carbo (Proprietary) Limited.
- Public Company: A public company has an unlimited number of shareholders and is usually listed with the Botswana Stock Exchange. The shares of a public company are made available to the public for sale. A public company is identified with a designation of ‘Limited’ at the end of the name, e.g. ROC Limited.
- Close Company: A close company is formed by one or more individuals, not exceeding five, who qualify for membership. No corporate body or trustee shall directly or indirectly hold a member’s interest in a close company. The designation ‘CC’ must be added to the name. e.g. CIPA CC. Unlike other company types, a Close Company is not expected to meet international financial reporting standards, but it has to keep books of accounts.
- Company Limited by Guarantee: This type of company is an entity that does not declare dividends or share profits amongst members. It is formed to promote the objects of the company and only support the objectives of the company.
Selecting and Reserving an Entity Name
Once you have decided on the right structure and type of company, you need to choose a unique entity name and reserve it with CIPA. This will ensure that no other business is using the same name, and protect you from any legal issues that may arise as a result of confusion with another company.
Creating a Profile with CIPA
To register your company with CIPA, you will need to create a profile on the CIPA website. This will allow you to access the online registration system and file the necessary documents and pay the required fees.
Filing the Required Documents
To register your company, you will need to file the appropriate documents with CIPA. This includes the Memorandum and Articles of Association for your company, as well as any other required documents.
Registration Steps
After creating and loging in to your OBRS profile, click on the menu then select Start A Business, then select the type of business you want to register, then follow the following steps.
The following steps were taken from CIPA website:
Step 1 of 8: General Details
- Confirm that the name and company number are correct, as per your old certificate. If they are different, please cancel and search again for your correct company. If correct, please proceed.
- If you have a constitution select YES and upload it. If not, select NO. (mandatory for Limited by Guarantee companies).
- Select whether you company is Exempt or Non-exempt as per the definition provided on the system.
Step 2 of 8: Address and Contact Details
- Enter the Registered office Address of the company.
- Enter the postal address of the company.
- Enter the Principal Place of Business of the company.
- Enter the phone number and email address of the company.
Step 3 of 8: Directors
- Provide the details of all the directors of the company, including their appointment dates.
Step 4 of 8: Secretaries
- Provide the details of the secretary of the company, including their appointment date. This is mandatory for all companies that are re-registering, and is a requirement to comply with the Companies Act. Please ensure that the secretary provided is a qualified secretary with a valid practicing certificate.
Step 5 of 8: Auditors
- Provide the details of the auditor of the company if one has been appointed. If not, continue.
- Provide the details of all the shareholders of the company, including their appointment dates. Where shareholders are not the beneficial owners, a beneficial owner must be provided (refer to definition at www.cipa.co.bw).
- Allocate shares to each shareholder.
Step 8 of 8: Review your details
- Review all the details provided and edit any if you need to.
- Tick the box to confirm that all the details you provided are true, and that all parties have provided their consent.
- Click submit.
Paying the Required Fees
You will need to pay the fees associated with registering your company, which may vary depending on the type of company you are registering and the complexity of your business.
Waiting for Approval
After you have filed all of the required documents and paid the necessary fees, you will need to wait for CIPA to review and approve your registration. This process can take several weeks, so be patient.
Registering with the Online Business Registration System (OBRS)
Once your company has been approved by CIPA, you will need to register with the OBRS to obtain a business name certificate. This certificate is required for businesses operating under a business name, and will need to be renewed every three years.
Conclusion
By following these steps, you can successfully register your own company in Botswana and start your own business. It is important to take the time to carefully consider your business structure and choose the right type of company, as this will have significant implications for your business operations and legal liability. Additionally, make sure to follow the required steps and file all necessary documents with CIPA and the OBRS to ensure a smooth and successful registration process.
Reference list
The Companies and Intellectual Property Authority (n.d.) CIPA – Protecting Business Interests [Online]. Available at https://www.cipa.co.bw/.
Maverick Kabelo is the founder and editorial director of Africa’s Very Own Magazine. Kabelo is a business student, digital media enthusiast/entrepreneur, creative, writer and content creator. He started writing when he was just 16 after founding the magazine on Facebook.
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