Botswana Introduction
Prior
to the introduction of a new Companies Act,
on 3rd July 2007, companies in Botswana were
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
-
International
Insurance Company
The
new Companies Bill provides for formations and
registration of Close Companes, Private Companies,
Exempt Private Companies, Non-Exempt Private
Companies, and Public Companies and an easier
and simpler method for the formation of companies.
In addition, the proposed Companies Act imposes
stricter obligations on corporate governance.
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.
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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
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