A non-profit organization is a group organized for purposes other than generating a profit and in which no part of the organization’s income is distributed to its members, directors, or officers.
Would you like to start a charity in Botswana?
You have three options. The first option is to form a company limited by guarantee under the Companies Act of Botswana. The second option is to form a society under the Societies Act. The third option is to register a trust under the Trust Property Control Act. The choice depends on the sophistication of governance requirements.
COMPANY LIMITED BY GUARANTEE
Companies Act is basically meant for profit-oriented companies. It has nationally (and perhaps universally) accepted laws and regulations relating to registration, ownership, directors, meetings, accounts, management, company secretaries, auditors, liquidation, etc. So forming a company limited by guarantee under Botswana Companies Act gives the charity the most formal status. Governance expectations by society are high.
The conditions are that you cannot declare dividends and you should use the whole profits for furthering the objectives. If the number of guarantors becomes more than 25, then it becomes a public limited guarantee company and should observe more elaborate corporate governance procedures and processes. The directors’ duties and responsibilities are well defined. Meetings can be held by the electronic presence and statutory registers may be kept electronically. A company limited by guarantee need not use the words “Proprietary Limited” as part of its name. National Food Technology Research Centre, for example, is a company limited by guarantee.
SOCIETY
A society is formed under the Societies Act. It is suitable where like-minded people or members of specific interest groups join together and form themselves into a society. At the time of formation, at least twenty members should submit a resolution to form themselves into a society. Society needs to have its own Constitution as part of the registration documents (but this is not necessary to form a company limited by guarantee).
Constitution provides for objectives, office bearers, duties, and responsibilities. For example, Chambers of commerce, religious organizations, and Charities like Lions Clubs, Sports associations, etc. are formed as societies. Most burial societies are formed under Botswana Societies Act. Societies are closely controlled by the Registrar of Societies who has the power to de-register a non-compliant or illegal society. The registrar’s office functions as a part of the Ministry of Nationality, Immigration, and Gender Affairs.
TRUST
The third alternative is to form a Trust. Trust is not a company. It does not have corporate status. It is simply an arrangement in terms of which the trustees agree to perform certain tasks or fulfill certain objectives private or public for the benefit of a certain family or group of people or the general public or specific interest groups. Every trust should have a trust instrument. The trustees, beneficiaries, trust instruments,s and trust properties should be registered with the Master of the High Court under the Trust Property Control Act. Trust Instruments can have trust-specific provisions when it comes to governance, accounts, audit, meetings, etc. For example, the trust instrument does not have to provide for meetings. The most common purpose of the Trust is to distribute income and to manage simple businesses such as collecting rent from properties or acting as governors for public schools, hospitals, etc.
For further information and clarifications of a general nature please email partners@rsm.co.bw.
How do I start a nonprofit organization in Botswana?
Required Documents[edit]
Letter of intent to form a society. Minutes of the formation of the society with three or more objectives. List of signatures and national identity numbers of attendees at the formation of society meeting. Ten suggested names for the society in order of preference.
Where can I register an NGO in Botswana?
wish to register an NGO??? The Service is provided by the Registrar of Societies under the Ministry of Nationality, Immigration & Gender Affairs.
How do I start NPO registration?
Submit the completed NPO application form at your nearest provincial social development office together with two copies of the organization’s founding documents:
- Trust – Deeds of trust and letters of authorization from the courts.
- Section 21 – Certificate of incorporation and memorandum and articles of association.
How many members are needed to register an NPO?
three incorporators
All of a non-profit company’s assets and income must be used to advance its stated objectives, as set out in its Memorandum of Incorporation (MOI). A minimum of three incorporators must complete and sign the MOI. A minimum of three directors must be appointed.