Botswana types of company:

Pending the introduction of a new Companies Act, companies in Botswana are formed under the Companies Act CAP 42:01 as amended, which provides 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

The new Companies Bill has been circulated to various stakeholders for comment. As drafted, it provides for, inter alia, formations and registration of Close Corporations and an easier and simpler method for the formation of companies. In addition, the proposed Companies Act imposes stricter obligations on corporate governance. It is anticipated that the new Companies Act will be promulgated into law this year.

The office of the Registrar of Companies is a Department in the Ministry of Trade, Industry, Wildlife and Tourism, and is also responsible for administration of The Registration of Business Names Act, CAP. 42:05, The Industrial Property Act, 1996: including grant of patents, registration of Utility Model Certificates, Industrial Designs and Marks; and The Copyright and Neighboring Rights Act, No.8 of 2000.

The Department has three divisions: Companies, Business Names and Intellectual Property.

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.

Botswana Fees For Companies:

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